FORM 10-Qd1lge852tjjqow.cloudfront.net/CIK-0001500435/566df... · GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 77-0629474 ... 2016 and December 31,

UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-Qþ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number: 001-36514

GOPRO, INC.(Exactnameofregistrantasspecifiedinitscharter)

Delaware 77-0629474(Stateorotherjurisdictionof (I.R.S.Employer

incorporationororganization) IdentificationNo.)

3000 Clearview Way San Mateo, California 94402

(Addressofprincipalexecutiveoffices) (ZipCode)

(650) 332-7600(Registrant’stelephonenumber,includingareacode)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit and post such files). Yes þ No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See thedefinitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ¨ Non accelerated filer ¨ Smaller reporting company ¨

(Donotcheckifasmallerreportingcompany)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨No þ

As of March 31, 2016 , 101,868,386 and 36,299,074 shares of Class A and Class B common stock were outstanding, respectively.

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GoPro, Inc.Index

PagePART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited): Condensed Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015 3

Condensed Consolidated Statements of Operations for the three months ended March 31, 2016 and March 31,2015 4

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and March 31,2015 5

Notes to Condensed Consolidated Financial Statements 6Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20Item 3. Quantitative and Qualitative Disclosures About Market Risk 29Item 4. Controls and Procedures 29

PART II. OTHER INFORMATIONItem 1. Legal Proceedings 31Item 1A. Risk Factors 31Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 31Item 3. Defaults Upon Senior Securities 32Item 4. Mine Safety Disclosures 32Item 5. Other Information 32Item 6. Exhibits 32

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#GPRO2016-03X3110XQ_HTM_SBF12C739244D5C7A9D581EBB7A4F487E

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

GoPro, Inc.Condensed Consolidated Balance Sheets

(unaudited)

(in thousands, except par values)March 31,

2016 December 31,

2015Assets Current assets:

Cash and cash equivalents $ 248,717 $ 279,672Marketable securities 139,951 194,386Accounts receivable, net 46,519 145,692Inventory 139,736 188,232Prepaid expenses and other current assets 27,452 25,261

Total current assets 602,375 833,243Property and equipment, net 67,725 70,050Intangible assets, net 36,781 31,027Goodwill 94,583 57,095Other long-term assets 127,465 111,561

Total assets $ 928,929 $ 1,102,976

Liabilities and Stockholders' Equity Current liabilities:

Accounts payable $ 50,989 $ 89,989Accrued liabilities 148,309 192,446Deferred revenue 13,847 12,742

Total current liabilities 213,145 295,177Long-term liabilities 36,389 35,766

Total liabilities 249,534 330,943

Commitments, contingencies and guarantees (Note 11) Stockholders’ equity:

Preferred stock, $0.0001 par value, 5,000 shares authorized; none issued — —Common stock and additional paid-in capital, $0.0001 par value, 500,000 Class A shares

authorized,101,868 and 100,596 shares issued and outstanding, respectively; 150,000 Class B sharesauthorized, 36,299 and 36,005 shares issued and outstanding, respectively 678,132 663,311

Treasury stock, at cost, 1,545 and 1,545 shares, respectively (35,613) (35,613)Retained earnings 36,876 144,335

Total stockholders’ equity 679,395 772,033

Total liabilities and stockholders’ equity $ 928,929 $ 1,102,976

Theaccompanyingnotesareanintegralpartofthesecondensedconsolidatedfinancialstatements.

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GoPro, Inc.Condensed Consolidated Statements of Operations

(unaudited)

Three months ended

(in thousands, except per share data)March 31,

2016 March 31,

2015Revenue $ 183,536 $ 363,109Cost of revenue 123,822 199,376

Gross profit 59,714 163,733Operating expenses:

Research and development 76,979 49,437Sales and marketing 79,449 56,369General and administrative 24,721 35,659

Total operating expenses 181,149 141,465Operating income (loss) (121,435) 22,268Other expense, net (307) (2,244)Income (loss) before income taxes (121,742) 20,024Income tax expense (benefit) (14,283) 3,272

Net income (loss) $ (107,459) $ 16,752

Net income (loss) per share: Basic $ (0.78) $ 0.13

Diluted $ (0.78) $ 0.11

Weighted-average shares used to compute net income (loss) per share: Basic 137,543 132,278Diluted 137,543 148,573


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GoPro, Inc.Condensed Consolidated Statements of Cash Flows

(unaudited)

Three months ended(in thousands) March 31, 2016 March 31, 2015Operating activities: Net income (loss) $ (107,459) $ 16,752Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 8,322 5,369Stock-based compensation 15,731 26,501Excess tax benefit from stock-based compensation (690) (6,067)Deferred income taxes (10,328) (1,590)Other 765 2,829

Changes in operating assets and liabilities: Accounts receivable, net 99,368 77,684Inventory 48,496 (11,017)Prepaid expenses and other assets (4,574) 1,451Accounts payable and other liabilities (84,001) (43,950)Deferred revenue 1,105 (1,695)

Net cash provided by (used in) operating activities (33,265) 66,267

Investing activities: Purchases of property and equipment, net (8,219) (5,207)Purchases of marketable securities — (79,368)Maturities and sales of marketable securities 54,229 12,503Acquisitions, net of cash acquired (45,040) (5,100)

Net cash provided by (used in) investing activities 970 (77,172)

Financing activities: Proceeds from issuance of common stock, net 4,103 11,004Excess tax benefit from stock-based compensation 690 6,067Payment of deferred acquisition-related consideration (356) —Payment of credit facility issuance costs (3,085) —Payment of deferred public offering costs — (903)

Net cash provided by financing activities 1,352 16,168Effect of exchange rate changes on cash and cash equivalents (12) (2,027)

Net increase (decrease) in cash and cash equivalents (30,955) 3,236Cash and cash equivalents at beginning of period 279,672 319,929

Cash and cash equivalents at end of period $ 248,717 $ 323,165


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GoPro, Inc.Notes to Condensed Consolidated Financial Statements

1. Summary of business and significant accounting policiesGoPro, Inc. (GoPro or the Company) makes mountable and wearable cameras and accessories. The Company’s products are sold globally throughretailers, wholesale distributors and on the Company’s website. The Company's global corporate headquarters are located in San Mateo, California.

Basis of presentation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S.generally accepted accounting principles (GAAP). The Company's fiscal year ends on December 31, and its fiscal quarters end on March 31,June 30, and September 30. The condensed consolidated financial statements reflect all adjustments (which are normal and recurring in nature) thatmanagement believes are necessary for the fair presentation of its financial statements, but are not necessarily indicative of the results expected forthe full fiscal year or any other future period. The condensed consolidated balance sheet at December 31, 2015 has been derived from the auditedfinancial statements at that date, but does not include all of the disclosures required by GAAP. This quarterly report on Form 10-Q should be read inconjunction with the Company's Annual Report on Form 10-K (Annual Report) for the year ended December 31, 2015 . There have been nosignificant changes in the Company’s accounting policies from those disclosed in its Annual Report.

Principles of consolidation. These condensed consolidated financial statements include all the accounts of the Company and its wholly-ownedsubsidiaries. Unless otherwise specified, references to the Company are references to GoPro, Inc. and its consolidated subsidiaries. Allintercompany balances and transactions have been eliminated in consolidation.

Use of estimates. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions thataffect the amounts reported and disclosed in the Company’s condensed consolidated financial statements and accompanying notes. Significantestimates and assumptions made by management include those related to: revenue recognition (including sales returns, web-based sale deliveriesat period-end, implied post contract support and marketing allowances), stock-based compensation, inventory valuation, product warranty liabilities,the valuation and useful lives of long-lived assets (property and equipment, goodwill and intangibles) and income taxes. The Company bases itsestimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, theresults of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from othersources. Actual results could differ materially from management's estimates. To the extent there are material differences between the estimates andthe actual results, future results of operations could be affected.

Comprehensive income. For all periods presented, comprehensive income approximated net income. Therefore, the condensed consolidatedstatements of comprehensive income have been omitted from the condensed consolidated financial statements.

Prior period reclassifications. Reclassifications of certain prior period amounts in the condensed consolidated financial statements have beenmade to conform to the current period presentation.

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Recent accounting pronouncements

Standard Description Date ofadoption

Effect on the financial statements orother significant matters

Standardsthatarenotyetadopted Accounting Standards Update(ASU) 2014-09, Revenue fromContracts with Customers (Topic606)

This standard is based on principles that govern the recognitionof revenue at an amount to which an entity expects to beentitled when products and services are transferred tocustomers. In August 2015, the FASB deferred the effectivedate by one year while providing the option to adopt thestandard on the original effective date of January 1, 2017. InMarch 2016, the FASB issued additional guidance regardingprincipal versus agent considerations in the accounting ofrevenue. The standard may be adopted either retrospectivelyto each prior reporting period presented or as a cumulativeeffect adjustment as of the date of adoption.

January 1,2018

The Company is currently evaluatingthe impact the adoption of thisstandard will have on its consolidatedfinancial statements and relateddisclosures.

ASU No. 2016-02, Leases (Topic842)

This standard requires lessees to put most leases on theirbalance sheets but recognize the expenses on their incomestatements in a manner similar to current practice. Lesseeswould recognize a right-to-use asset and lease liability for allleases with terms of more than 12 months. Recognition,measurement and presentation of expenses will depend onclassification as a finance or operating lease. The newstandard should be applied on a modified retrospective basis.

January 1,2019

The Company is beginning to evaluatethe impact that the adoption of thisstandard will have on its consolidatedfinancial statements.

ASU No. 2016-09, StockCompensation (Topic 718)

This standard requires income tax effects of awards to berecognized in the income statement when the awards vest orare settled, allowing an employer to repurchase more of anemployee’s shares for tax withholding purposes withouttriggering liability accounting, and to make a policy election toaccount for forfeitures as they occur. Early adoption ispermitted for an entity in any interim or annual period. If anentity early adopts the amendments in an interim period, anyadjustments should be reflected as of the beginning of thefiscal year that includes that interim period. An entity that electsearly adoption must adopt all of the amendments in the sameperiod.

January 1,2017

The Company is beginning to evaluatethe impact that the adoption of thisstandard will have on its consolidatedfinancial statements.

Standardsthatwereadopted ASU No. 2015-03 and ASU 2015-15, Interest - Imputation of Interest(Subtopic 835-30)

ASU 2015-03 requires that debt issuance costs be presented inthe balance sheet as a direct deduction from the carryingamount of the related debt liability, consistent with debtdiscounts.

ASU 2015-15 was issued to provide clarification to ASU 2015-03 in that fees related to line-of-credit arrangements shouldcontinue to be presented as an asset and subsequentlyamortized ratably over the term of the line-of-creditarrangement.

January 1,2016

The adoption of this standard did nothave a material impact on theconsolidated financial statements. AtMarch 31, 2016, the Companypresented debt issuance costs of $3.3million related to its secured revolvingcredit facility as an asset on itsconsolidated balance sheet.

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2. AcquisitionsOn March 9, 2016, the Company completed its acquisition of a privately-held mobile editing application company for cash consideration ofapproximately $45 million . The preliminary purchase price allocation primarily included approximately $7.3 million of identifiable intangible assetsand approximately $37.5 million of residual goodwill, based on the best estimates of management. Changes to amounts recorded as assets orliabilities resulting from finalizing the purchase price allocation may result in a corresponding adjustment to goodwill. Goodwill is primarily attributableto expected synergies in the technologies that can be leveraged by the Company in future software offerings. Goodwill is not expected to bedeductible for U.S. income tax purposes. The operating results of the acquired company have been included in the Company's consolidated financialstatements for the three months ended March 31, 2016 from the date of acquisition.

On April 11, 2016, the Company completed its acquisition of a privately-held mobile editing application company for cash consideration ofapproximately $59 million . The Company is currently determining the fair value of assets acquired and liabilities assumed necessary to develop thepurchase price allocation. The Company expects to provide disclosure of the purchase price allocation in its quarterly report on Form 10-Q for thesecond quarter of 2016.

The acquired companies are headquartered in Austin, Texas and Paris, France. In addition to the amounts above, aggregate deferred cash andstock compensation of up to approximately $37 million is payable to certain continuing employees subject to specified future employment conditions.This amount is expected to be recognized as compensation expense over the requisite service periods of up to four years from the respectiveacquisition dates.

Actual and pro forma results of operations for these acquisitions have not been presented because they do not have a material impact to theCompany's consolidated results of operations, either individually or in aggregate.

3. Fair value measurementsThe Company’s assets that are measured at fair value on a recurring basis, by level, within the fair value hierarchy are summarized as follows:

March 31, 2016 December 31, 2015(in thousands) Level 1 Level 2 Total Level 1 Level 2 Total

Cash equivalents (1) : Money market funds $ 56,821 $ — $ 56,821 $ 51,059 $ — $ 51,059

Total cash equivalents $ 56,821 $ — $ 56,821 $ 51,059 $ — $ 51,059

Marketable securities: U.S. agency securities $ — $ 14,440 $ 14,440 $ — $ 14,451 $ 14,451Commercial paper — 1,200 1,200 — 2,197 2,197Corporate debt securities — 112,459 112,459 — 165,825 165,825Municipal securities — 11,852 11,852 — 11,913 11,913

Total marketable securities $ — $ 139,951 $ 139,951 $ — $ 194,386 $ 194,386(1) Included in “cash and cash equivalents” in the accompanying condensed consolidated balance sheets as of March 31, 2016 and December 31, 2015 . Cash balances were $191.9 million and $228.6 million as of March 31, 2016 and December 31, 2015 , respectively.

Cash equivalents and marketable securities are classified as Level 1 or Level 2 because the Company uses quoted market prices or alternativepricing sources and models utilizing market observable inputs to determine their fair value. At March 31, 2016 and December 31, 2015, theCompany had no financial assets or liabilities that were classified as Level 3, which are valued based on inputs supported by little or no marketactivity. During the three months ended March 31, 2016, the Company had no transfers of financial assets between levels.

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The remaining contractual maturities of available-for-sale marketable securities are as follows:

(in thousands) March 31,

2016 December 31,

2015Less than one year $ 83,678 $ 122,199Greater than one year but less than two years 56,273 72,187

Total $ 139,951 $ 194,386

At March 31, 2016 , the amortized cost of the Company's cash equivalents and marketable securities approximated their fair value and there wereno material unrealized gains/(losses) either individually or in the aggregate.

4. Condensed consolidated financial statement detailsThe following sections and tables provide details of selected balance sheet items.

Inventory

(in thousands)March 31,

2016 December 31,

2015Components $ 8,319 $ 9,476Finished goods 131,417 178,756

Total inventory $ 139,736 $ 188,232

Property and equipment, net

(dollars in thousands)Useful life(in years)

March 31, 2016

December 31, 2015

Leasehold improvements 3–10 $ 40,860 $ 40,841Production, engineering and other equipment 4 25,969 25,174

Tooling 1–2 19,844 19,537Computers and software 2 14,931 14,581Furniture and office equipment 3 11,444 11,389

Construction in progress 5,368 4,632Tradeshow equipment and other 2-5 6,217 4,136

Gross property and equipment 124,633 120,290Less: Accumulated depreciation and amortization (56,908) (50,240)

Property and equipment, net $ 67,725 $ 70,050

Depreciation expense was $6.8 million and $5.0 million in the three months ended March 31, 2016 and 2015 , respectively.

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Intangible assets and goodwill

The following table summarizes the Company's intangible assets:

March 31, 2016

(in thousands)Gross carrying

value Accumulatedamortization Net carrying value

Purchased technology and other amortizable assets $ 39,451 $ (10,045) $ 29,406In-process research and development (IPR&D) 7,375 — 7,375

Total intangible assets $ 46,826 $ (10,045) $ 36,781

December 31, 2015

(in thousands)Gross carrying

value Accumulated amortization Net carrying value

Purchased technology and other amortizable assets $ 32,952 $ (8,540) $ 24,412IPR&D 6,615 — 6,615

Total intangible assets $ 39,567 $ (8,540) $ 31,027

As of March 31, 2016 , technological feasibility has not been established for IPR&D assets; they have no alternative future use and, as such,continue to be accounted for as indefinite-lived intangible assets.

Amortization expense was $1.5 million and $0.3 million in the three months ended March 31, 2016 and 2015 , respectively. At March 31, 2016 , theestimated amortization expense of existing intangible assets for future periods is as follows:

(in thousands) TotalYear ending December 31, 2016 (remaining 9 months) $ 5,6702017 6,7972018 6,4042019 5,8942020 3,771Thereafter 870

$ 29,406

The carrying amount of goodwill was $94.6 million and $57.1 million as of March 31, 2016 and December 31, 2015 , respectively. The increase inthe three months ended March 31, 2016 was entirely attributable to the acquisition described in Note 2 above.

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Accrued liabilities


2016 December 31,

2015Accrued payables $ 58,937 $ 64,831Excess purchase order commitments 27,878 38,477

Accrued sales incentive 16,206 29,298Employee related liabilities 15,904 26,491Warranty liability 7,807 10,400Customer deposits 6,456 8,877Income taxes payable 8,711 7,536

Other 6,410 6,536

Accrued liabilities $ 148,309 $ 192,446

5. Financing ArrangementsIn March 2016, the Company entered into a Credit Agreement (Credit Agreement) with JPMorgan Chase Bank, N.A., as administrative agent, WellsFargo Bank, National Association, as co-agent, and the lender parties thereto. The Credit Agreement provides for a secured revolving credit facility(Credit Facility) under which the Company may borrow up to an aggregate of $250 million and the Company and lenders may increase the totalcommitments under the Credit Facility to up to $300 million , subject to certain conditions. The Credit Facility will terminate, and all outstandingborrowings become due and payable, in March 2021.

The amount that may be borrowed under the Credit Facility is based upon a borrowing base formula with respect to the Company’s inventory andaccounts receivable balances. Borrowed funds accrue interest, at the Company’s election, based on an annual rate of (a) London Interbank OfferedRate (LIBOR) or (b) the administrative agent’s base rate, plus an applicable margin of between 1.50% and 2.00% for LIBOR rate loans, and between0.50% and 1.00% for base rate loans, depending on the level of utilization of the Credit Facility. The Company is required to pay a commitment feeon the unused portion of the Credit Facility of 0.25% or 0.375% per annum, based on the level of utilization of the Credit Facility. Amounts owingunder the Credit Agreement and related credit documents are guaranteed by the Company and its material subsidiaries. The Company and its U.S.,Cayman and Netherlands subsidiaries have also granted security interests in substantially all of their assets to collateralize these obligations.

The Credit Agreement contains customary affirmative covenants, such as financial statement reporting requirements and delivery of borrowing basecertificates, as well as customary covenants that limit the ability of the Company and its subsidiaries to, among other things, pay dividends, incurdebt, create liens and encumbrances, make investments and redeem or repurchase stock. The Company is required to maintain a minimum fixedcharge coverage ratio if and when the unborrowed availability under the Credit Facility is less than the greater of $25.0 million or 10.0% of theborrowing base at such time. The Credit Agreement contains customary events of default, such as the failure to pay obligations when due, initiationof bankruptcy or insolvency proceedings, defaults on certain other indebtedness, change of control or breach of representations and warranties orcovenants. Upon an event of default, the lenders may, subject to customary cure rights, require the immediate payment of all amounts outstandingand foreclose on collateral.

No borrowings have been made from the Credit Facility to date. As of March 31, 2016, the Company was in compliance with all financial covenantscontained in the Credit Agreement.

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6. Stockholders' equityStock repurchase program

On September 30, 2015, the Company's board of directors authorized a program to repurchase up to $300 million of the Company's Class Acommon stock. The repurchase program, which expires in September 2016, does not obligate the Company to acquire any specific number ofshares and may be discontinued or extended at any time by the board of directors. Share repurchases under the program may be made from time-to-time through open market transactions, block trades, privately negotiated transactions or otherwise, including under plans complying with bothRule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. At March 31, 2016 and December 31, 2015, the Companyhas a remaining share repurchase authorization of $264.4 million . The Company currently intends to hold its repurchased shares as treasury stock.

CEO stock contributions

In 2015, the CEO contributed an aggregate 5.2 million shares of Class B common stock to the Company without consideration per the terms of aContribution Agreement dated December 28, 2011, and amended on May 11, 2015. Under the original Contribution Agreement, the CEO agreed tocontribute back to the Company from time-to-time the same number of shares of common stock as were issued to a certain Company employeeupon the exercise of certain stock options held by such employee. Pursuant to this agreement, the CEO contributed back to the Company 0.5million shares of Class B common stock from January 2015 through April 2015. In May 2015, the CEO contributed back to the Company 4.7 millionshares of Class B common stock pursuant to the amended agreement, representing all of the then remaining shares subject to the contributionobligations. All of the shares contributed by the CEO were retired during 2015.

7. Employee benefit plans

Equity incentive plans

The Company has outstanding equity grants from its three stock-based employee compensation plans: the 2014 Equity Incentive Plan (2014 Plan),the 2010 Equity Incentive Plan (2010 Plan) and the 2014 Employee Stock Purchase Plan (ESPP). No new options or awards have been grantedunder the 2010 Plan since June 2014. Outstanding options and awards under the 2010 plan continue to be subject to the terms and conditions of the2010 Plan. Options granted under the 2014 Plan generally expire within 10 years from the date of grant and generally vest over four years. RSUsgranted under the 2014 Plan generally vest annually over a four year period based upon continued service and are settled at vesting in shares ofthe Company's Class A common stock. The ESPP allows eligible employees to purchase shares of the Company's Class A common stock throughpayroll deductions at a price equal to 85% of the lesser of the fair market value of the stock as of the first date or the ending date of each six monthoffering period. For additional information regarding the Company's equity incentive plans, please refer to the audited financial statements containedin its 2015 Annual Report.

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Stock option activity

A summary of the Company’s stock option activity in the three months ended March 31, 2016 and related information is as follows:

Options outstanding

(shares in thousands) Shares Weighted- average

exercise price

Weighted- average

remaining contractual

term (in years)

Aggregate intrinsic value (in thousands)

Outstanding at December 31, 2015: 13,081 $ 11.82 6.70 $ 108,846Granted 2,054 10.73 Exercised (795) 1.10 Forfeited/Cancelled (440) 20.66 Outstanding at March 31, 2016: 13,900 $ 11.99 6.64 $ 58,742

Exercisable at March 31, 2016 8,191 7.67 5.67 $ 55,808

Vested and expected to vest at March 31, 2016 13,578 $ 11.86 6.60 $ 58,533

The aggregate intrinsic value of the stock options outstanding as of March 31, 2016 represents the value of the Company's closing stock price onMarch 31, 2016 in excess of the exercise price multiplied by the number of options outstanding.

Restricted stock units

A summary of the Company’s RSU activity in the three months ended March 31, 2016 is as follows:

(shares in thousands) Shares Weighted- average

grant date fair valueNon-vested shares at December 31, 2015 4,638 $ 32.15Granted 4,028 11.88Vested (386) 21.53Forfeited (645) 22.97

Non-vested shares at March 31, 2016 7,635 $ 22.77

In June 2014, the Company granted an award of 4.5 million RSUs to the Company's CEO (CEO RSUs), which included 1.5 million RSUs that vestedimmediately upon grant and 3.0 million RSUs that were subject to both a market-based condition and a service condition. The market-basedcondition was achieved in January 2015. Stock-based compensation expense related to the CEO RSUs was $2.4 million and $15.8 million for thethree months ended March 31, 2016 and 2015 , respectively.

Employee stock purchase plan

In the three months ended March 31, 2016 and 2015 , the Company issued 431,673 and 313,233 shares under the ESPP at weighted averageprices of $8.76 and $20.40 , respectively. The weighted-average fair value of each right to purchase shares of common stock granted under theESPP was $3.49 and $16.56 for the three months ended March 31, 2016 and 2015 , respectively. At March 31, 2016 , there were 5.6 million sharesreserved for future issuances under the ESPP.

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Stock-based compensation expense

The Company measures compensation expense for all stock-based payment awards, including stock options, RSUs, and purchases under theCompany's ESPP, based on the estimated fair values on the date of the grant. The fair value of stock options granted and purchases under theCompany's ESPP is estimated using the Black-Scholes option pricing model. The fair value of RSUs is determined using the Company's stock priceon the date of grant. There have been no significant changes in the Company’s valuation assumptions for measuring compensation expense fromthose disclosed in the footnotes to the audited financial statements contained in its 2015 Annual Report.

The following table summarizes stock-based compensation included in the condensed consolidated statements of operations:

Three months ended


2016 March 31,

2015Cost of revenue $ 357 $ 283Research and development 6,010 3,535Sales and marketing 3,204 3,066General and administrative 6,160 19,617

Total stock-based compensation expense, before income taxes 15,731 26,501Total tax benefit recognized (2,002) (9,304)

Total stock-based compensation expense, net of income taxes $ 13,729 $ 17,197

At March 31, 2016 , there was $172.9 million of unearned stock-based compensation related to the stock options, RSUs and ESPP, which isexpected to be recognized over a weighted average period of 3.0 years.

8. Net income (loss) per shareBasic net income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during theperiod. Diluted net income per share is computed by dividing net income by the weighted-average number of common shares outstanding, includingall potentially dilutive common shares.

The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class Acommon stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share. Each share of Class Bcommon stock is convertible at any time at the option of the stockholder into one share of Class A common stock and has no expiration date. Eachshare of Class B common stock will convert automatically into one share of Class A common stock upon the date when the outstanding shares ofClass B common stock represent less than 10% of the aggregate number of shares of common stock then outstanding. Class A common stock isnot convertible into Class B common stock.

Undistributed earnings are allocated based on the contractual participation rights of Class A and Class B as if the earnings for the year have beendistributed. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. The computation ofthe diluted net income per share of Class A common stock assumes the conversion of Class B common stock.

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The following table presents the calculations of basic and diluted net income per share:

Three months ended

(in thousands, except per share data)March 31,

2016 March 31,

2015 Numerator: Net income (loss) $ (107,459) $ 16,752

Denominator: Weighted-average common shares—basic for Class A and Class B 137,543 132,278Effect of potentially dilutive shares — 16,295

Weighted-average common shares—diluted for Class A and Class B 137,543 148,573

Net income (loss) per share: Basic $ (0.78) $ 0.13

Diluted $ (0.78) $ 0.11

The following potentially dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive:

Three months ended


2016 March 31,

2015Stock options, ESPP shares, and RSUs 18,880 1,984Unvested restricted stock awards — 5

18,880 1,989

9. Income taxesThe Company's tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items arising inthat quarter. In each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual tax rate changes, acumulative adjustment is made in that quarter.

Three months ended

(dollars in thousands)March 31,

2016 March 31,

2015Income tax expense (benefit) $ (14,283) $ 3,272Effective tax rate 11.7% 16.3%

The Company recorded an income tax benefit of $14.3 million for the three months ended March 31, 2016 due to a pre-tax net loss, which resultedin an effective tax rate of 11.7% . The Company's lower effective tax rate for 2016 compared to 2015 resulted from incurring a higher proportion of itsfirst quarter 2016 net loss in foreign jurisdictions that provide little or no tax benefit and a tax benefit from restructuring charges in the first quarter of2016. The Company's provision for income taxes in each period has differed from the tax computed at U.S. federal statutory tax rates due to statetaxes, the effect of non-U.S. operations, deductible and non-deductible stock-based compensation expense, and adjustments to unrecognized taxbenefits.

The Company is currently under examination by the Internal Revenue Service for the 2012 through 2014 tax years and California Franchise TaxBoard for the 2011 and 2012 tax years. At this time, the Company is not able to estimate

15


the potential impact that the examination may have on income tax expense. If the examinations are resolved unfavorably, there is a possibility it mayhave a material negative impact on the Company's results of operations.

At March 31, 2016 and December 31, 2015 , the Company’s gross unrecognized tax benefits was $45.4 million and $36.3 million , respectively. Ifrecognized, $31.1 million of these unrecognized tax benefits (net of federal benefit) at March 31, 2016 would be recorded as a reduction of futureincome tax provision. It is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase within the next 12months. However, the range of the reasonably possible change cannot be reliably estimated.

10. Related partiesThe Company has agreements for certain contract manufacturing and engineering services with a vendor affiliated with one of the Company'sinvestors. The Company recorded no expense in the three months ended March 31, 2016 and 2015 for services rendered. As of March 31, 2016and December 31, 2015 , the Company had no accounts payable associated with this vendor.

The Company incurs costs for company-related chartered aircraft fees for the use of the CEO’s private plane. The Company recorded expense of$0.3 million and $0.1 million in the three months ended March 31, 2016 and 2015 , respectively. As of March 31, 2016 and December 31, 2015 , theCompany had accounts payable associated with this vendor of $0.3 million and $0.1 million , respectively.

In 2013, the Company entered into a three -year agreement, which was amended in August 2015, with a company affiliated with the son of one ofthe members of the Company's board of directors to acquire certain naming rights to a kart racing facility. As consideration for these naming rights,the Company would pay a total of $0.5 million over the three year period. As of March 31, 2016 , the Company has recorded cumulative expense of$0.5 million , and has also provided 100 GoPro cameras at no cost each year.

See Notes 6 and 7 above for information regarding CEO RSUs and common stock contributed by the CEO back to the Company.

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11. Commitments, contingencies and guaranteesFacility Leases

The Company leases its facilities under long-term operating leases, which expire at various dates through 2027. As of December 31, 2015, theCompany’s total future minimum lease payments under noncancelable operating leases were $152.2 million . The Company has not entered intoany new material lease commitments during the three months ended March 31, 2016. Rent expense was $5.4 million and $2.4 million for the threemonths ended March 31, 2016 and 2015 , respectively.

Other Commitments

In the ordinary course of business, the Company also enters into multi-year agreements to purchase sponsorships with event organizers, resortsand athletes as part of its marketing efforts; software licenses related to its financial and IT systems; manufacturing equipment for tooling and molds;and various other contractual commitments. As of December 31, 2015, the Company’s undiscounted future expected obligations under theseagreements were $28.8 million . During the three months ended March 31, 2016, the Company entered into new agreements, primarily related tosoftware licenses that resulted in additional total commitments of approximately $5 million over the next several years .

Legal proceedings

From time to time, the Company is involved in legal proceedings in the ordinary course of business, including the litigation matters described in PartII, Item 1 of this quarterly report on Form 10-Q. Due to inherent uncertainties of litigation, the Company cannot accurately predict the ultimateoutcome of these matters. The Company is unable at this time to determine whether the outcome of the litigation would have a material impact onthe results of operations, financial condition or cash flows of the Company.

Indemnifications

In the normal course of business, the Company enters into agreements that contain a variety of representations and warranties and provide forgeneral indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against theCompany in the future, but have not yet been made. It is not possible to determine the maximum potential amount under these indemnificationagreements due to the Company’s limited history with indemnification claims and the unique facts and circumstances involved in each particularagreement. As of March 31, 2016 , the Company has not paid any claims or been required to defend any action related to its indemnificationobligations. However, the Company may record charges in the future as a result of these indemnification obligations.

Product warranty

The following table summarizes the warranty liability activity:

Three months ended


2016 March 31,

2015Beginning balances $ 10,856 $ 6,405Charged to cost of revenue 2,670 6,044Settlements of warranty claims (5,515) (3,480)Ending balances $ 8,011 $ 8,969

At March 31, 2016 , $7.8 million of the warranty liability was recorded as an element of accrued liabilities and $0.2 million was recorded as anelement of other long-term liabilities. As of December 31, 2015 , $10.4 million of the warranty liability was recorded as an element of accruedliabilities and $0.5 million was recorded as an element of other long-term liabilities.

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12. Concentrations of risk and geographic information

Customer concentration

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade receivables. The Companybelieves that credit risk in its accounts receivable is mitigated by the Company’s credit evaluation process, relatively short collection terms anddispersion of its customer base. The Company generally does not require collateral and losses on trade receivables have historically been withinmanagement’s expectations.

Customers who represented 10% or more of the Company's net accounts receivable balance were as follows:

March 31,

2016 December 31,

2015Customer A 36% 40%Customer B 23% *Customer C 14% *

Customer D * 18%

* Less than 10% of total accounts receivable for the period indicated

The following table summarizes the Company's accounts receivables sold, without recourse, and factoring fees paid:

Three months ended


2016 March 31,

2015Accounts receivable sold $ 20,653 $ 35,299Factoring fees 142 291

Customers with revenue greater than 10% of the Company's total revenue were as follows:

Three months ended

March 31,

2016 March 31,

2015Customer B 15% 12%Customer A 13% *

* Less than 10% of total revenue for the period indicated

Supplier concentration

The Company relies on third parties for the supply and manufacture of its cameras and accessories, some of which are sole-source suppliers. TheCompany believes that outsourcing manufacturing enables greater scale and flexibility. As demand and product lines change, the Companyperiodically evaluates the need and advisability of adding manufacturers to support its operations. In instances where a supply and manufactureagreement does not exist or suppliers fail to perform their obligations, the Company may be unable to find alternative suppliers or satisfactorilydeliver its products to its customers on time, if at all. The Company also relies on third parties with whom it outsources supply chain activities relatedto inventory warehousing, order fulfillment, distribution and other direct sales logistics .

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Geographic information

Revenue by geographic region, based on ship-to destinations, was as follows:

Three months ended


2016 March 31,

2015Americas $ 85,305 $ 180,093Europe, Middle East and Africa (EMEA) 60,278 139,079Asia and Pacific area countries (APAC) 37,953 43,937

$ 183,536 $ 363,109

Revenue in the United States, which is included in the Americas geographic region, was $73.6 million and $155.3 million for the three months endedMarch 31, 2016 and 2015 , respectively. The Company does not disclose revenue by product category as it does not track sales incentives andother revenue adjustments by product category to report such data.

As of March 31, 2016 and December 31, 2015 , long-lived assets, which represent gross property and equipment, located outside the United States,primarily in China, were $51.0 million and $47.6 million , respectively.

13. Restructuring chargesOn January 12, 2016, the Company adopted a restructuring plan that provided for a reduction in the Company’s global workforce of approximately7% . The Company incurred aggregate restructuring expenses of approximately $6.5 million in the first quarter of 2016, which primarily includedcash-based severance costs. As of March 31, 2016, the restructuring plan was substantially completed and the remaining accrued liability wasnot material.

14. Subsequent eventsOn April 11, 2016, the Company completed its acquisition of a mobile editing application company for aggregate cash consideration of approximately$59 million , as well as certain deferred cash and stock compensation subject to specified future employment conditions. See Note 2 above foradditional information.

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GoPro, Inc.Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)

Our MD&A is provided in addition to the accompanying consolidated condensed financial statements and notes to assist readers in understandingour results of operations, financial condition and cash flows. MD&A is organized as follows:

• Overview. Discussion of our business and overall analysis of financial and other highlights affecting the company in order to provide context forthe remainder of MD&A.

• ResultsofOperations. Analysis of our financial results comparing the first quarter of 2016 to 2015 .

• Liquidity and Capital Resources . Analysis of changes in our balance sheets and cash flows, and discussion of our financial condition andpotential sources of liquidity.

• Contractual Commitments . Material changes, outside our ordinary course of business, to our contractual obligations, off-balance sheetarrangements and indemnifications from December 31, 2015.

• Non-GAAPFinancialMeasures. A presentation of results reconciling GAAP to non-GAAP adjusted measures.

The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2015 filed with theU.S. Securities and Exchange Commission (SEC) and the condensed consolidated financial statements and notes thereto included elsewhere in thisquarterly report on Form 10-Q. Our MD&A contains a number of forward-looking statements that involve a number of risks and uncertainties. Wordssuch as “expect,” “anticipate,” "believe," "may," "will," "estimate," "continue," "intend," "target," "goal," "plan," or variations of such words and similarexpressions are intended to identify such forward-looking statements. Forward looking statements include plans to include new product offerings,projections of results of operations, and any discussion of the trends and other factors that drive our business and future results. If any ofmanagement's assumptions prove incorrect or should unanticipated circumstances arise, our actual results could materially differ from thoseanticipated by such forward-looking statements. The differences could be caused by a number of factors or combination of factors including, but notlimited to, those factors referenced in “Risk Factors” in Part II, Item 1A, and elsewhere in this report. Our business, financial condition or results ofoperations could be materially harmed by any of these or other factors. References in this report to “GoPro,” “we,” “us,” “our” and the “Company”refer to GoPro, Inc., a Delaware corporation, and its subsidiaries.

OverviewGoPro is transforming the way people visually capture and share their lives. We do this by enabling people to capture compelling, immersive photoand video content of themselves participating in their day to day life as well as their favorite activities. Our consumers include some of the world’smost active and passionate people. To date, our cameras and mountable and wearable accessories have generated substantially all of our revenue.We sell our products globally through retailers, wholesale distributors, and on our website. As of March 31, 2016 , our products were sold tocustomers in more than 100 countries and through more than 40,000 retail outlets.

The following is a summary of measures presented in our condensed consolidated financial statements and key metrics used to evaluate ourbusiness, measure our performance, develop financial forecasts, and make strategic decisions.

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Three months ended March 31,(dollars in thousands, except per share amounts) 2016 2015 Change

Revenue $ 183,536 $ 363,109 (49)%

Gross margin (1) 32.5% 45.1% (1,260) bpsOperating expenses $ 181,149 $ 141,465 28%Operating income (loss) $ (121,435) $ 22,268 (645)%Net income (loss) $ (107,459) $ 16,752 (741)%Diluted net income (loss) per share $ (0.78) $ 0.11 (809)%Cash flow from operations $ (33,265) $ 66,267 (150)%

Key business metrics:

Units shipped (in thousands) (2) 701 1,342 (48)%

Adjusted EBITDA (3) $ (86,771) $ 56,507 (254)%

Non-GAAP net income (loss) (4) $ (86,740) $ 35,619 (344)%Non-GAAP diluted earnings (loss) per share $ (0.63) $ 0.24 (363)%

(1) One basis point (bps) is equal to 1/100th of 1%(2) Represents the number of individually packaged camera units that are shipped during a reporting period, net of any returns.(3) We define adjusted EBITDA as net income (loss) adjusted to exclude the impact of: provision for income taxes, interest income, interest expense, depreciation and

amortization, POP display amortization, stock-based compensation and restructuring costs.(4) We define non-GAAP net income as net income (loss) adjusted to exclude stock-based compensation, restructuring costs, acquisition-related costs and taxes related to the

tax effect of these adjustments. Acquisition-related costs include the amortization of acquired intangible assets, as well as third-party transaction costs for legal and otherprofessional services.

Reconciliations of non-GAAP adjusted measures are presented under "Non-GAAP Financial Measures" below.

First quarter 2016 and recent highlights

First quarter 2016 revenue of $183.5 million , down 49% year-over-year, reflected global sell-in that was seasonally lower than the prior year and thelack of a major new product launch in the fourth quarter of 2015. Gross margin of 32.5% and operating loss of $121.4 million was negativelyimpacted by costs related to legacy HERO products of approximately $8 million and lower units shipped year-over-year. Operating loss also reflectsyear-over-year growth in operating expenses that was primarily attributable to an approximately $17 million increase in cash-based personnel-related expenses (excluding restructuring plan expenses detailed below), resulting from an approximate 38% growth in our global headcount, as wellas higher advertising and promotional activity costs of $10.6 million. See "Results of Operations" below for additional information.

In January 2016, we adopted a restructuring plan designed to better align our resources to key growth initiatives and reduced our global workforceby approximately 7%. Expenses associated with our restructuring plan of $6.5 million primarily included cash-based severance costs, with no similaractivity in the prior year. We intend to reinvest savings related to the restructuring into our most important priorities to drive future revenue growth. AtMarch 31, 2016, we had substantially completed our restructuring plan.

We used cash in operations of $33.3 million in the first quarter 2016 and ended the quarter with cash and investments of $388.7 million , down 22%from December 31, 2015. In March 2016, we entered into a credit agreement with a syndicate of banks that provides for a secured revolving creditfacility under which we may borrow up to an aggregate of $250 million and, subject to certain conditions, the total commitments may be increased toup to $300 million . No borrowings have been made from the credit facility to date.

We recently completed acquisitions of two mobile editing application companies in March and April 2016 for cash consideration of approximately $45million and $59 million, respectively, to enhance our future software offerings. These companies' mobile applications enable editing ranging fromhigh quality automatically created edits to advanced manual edits for both existing GoPro customers and smartphone users who may be fans of ourbrand but have yet to purchase a GoPro product or benefit from a GoPro content-enabling solution.

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Looking Ahead

We expect revenue to grow sequentially each quarter with the majority of our annual revenue to be recognized in the second half of the year. Whilegross margin will fluctuate in future periods based on product, distributor and geographical mix and volume, we expect the first quarter of 2016 torepresent the low point for the year. We expect total operating expenses will grow sequentially throughout the year, with a majority of this growthoccurring in research and development. Our research and development is primarily being invested in the development of next generation camerasand drone-related products, as well as our software and entertainment initiatives. We also expect to increase our marketing expenditures to improveworldwide brand awareness, support the launch of our next generation cameras and drone-related products, software products and services andstimulate consumer demand during the holiday season.

Factors affecting performance

We believe that our future success will be dependent on many factors, including those further discussed below. While these areas representopportunities for us, they also represent challenges and risks that we must successfully address in order to continue the growth of our business andimprove our results of operations.

Investinginresearchanddevelopment.We believe that our performance is significantly dependent on the investments we make in research anddevelopment and that we must continually develop and introduce innovative new products, enhance existing products and effectively stimulatecustomer demand for existing and future products. If we fail to innovate and enhance our product offerings, our brand, market position and revenuemay be adversely affected. Further, if our research and development efforts are not successful, we will not recover the investments that we make inthis aspect of our business. In 2016, we plan to release our first product for the consumer drone market, launch our next-generation HERO5cameras, expand our software and services offerings and invest in our entertainment business.

Expandingourtotaladdressablemarketandgrowinginternationally.Our long-term growth will depend in part on our ability to expand our consumerbase and our presence in international markets. We intend to broaden our user base to include a more diverse group of consumers by providingboth innovative and easy-to-use cameras as well as offering intuitive and simple software tools that enable the seamless and easy sharing ofcontent. We recently acquired two mobile video editing application companies that complement our strategy of enabling content managing, editingand sharing across platforms. We plan to increase our presence globally through the active promotion of our brand, the formation of strategicpartnerships, the introduction of new products and the growth of our international sales channel.

Investinginsalesandmarketing. We intend to continue investing significant resources in our marketing, advertising and brand management efforts.We believe consumers in many emerging markets are not familiar with our brand and products and believe there is a significant opportunity forGoPro to expand awareness through increased marketing efforts. Sales and marketing investments will often occur in advance of any sales benefitsfrom these activities, and it may be difficult for us to determine if we are efficiently allocating our resources in this area.

Leveraging software, services, andentertainment content.We intend to continue to increase our investment in the development of software andservices, as well as entertainment related initiatives. We believe we have significant opportunities to establish new revenue streams from thesesoftware, services and entertainment investments. However, we do not have significant experience deriving revenue from the distribution of GoProcontent or software, and we cannot be assured that these ongoing investments, which will occur before any material revenue contribution isreceived, will result in increased revenue or profitability.

Seasonality. Historically, we have experienced the highest levels of revenue in the fourth quarter of the year, coinciding with the holiday shoppingseason in the United States and Europe. Timely and effective product introductions and forecasting, whether just prior to the holiday season orotherwise, are critical to our operations and financial performance.

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Results of OperationsThe following table sets forth the components of our condensed consolidated statements of operations for each of the periods presented:

Three Months Ended March 31,(dollars in thousands) 2016 2015 Dollars % of Revenue Dollars % of RevenueRevenue $ 183,536 100 % $ 363,109 100 %Cost of revenue (1) 123,822 67 199,376 55

Gross profit 59,714 33 163,733 45Operating expenses:

Research and development (1) 76,979 42 49,437 14

Sales and marketing (1) 79,449 43 56,369 16

General and administrative (1) 24,721 14 35,659 10Total operating expenses 181,149 99 141,465 40

Operating income (loss) (121,435) (66) 22,268 5Other expense, net (307) — (2,244) (1)Income (loss) before income taxes (121,742) (66) 20,024 6Income tax expense (benefit) (14,283) (8) 3,272 1

Net income (loss) $ (107,459) (58)% $ 16,752 5 %

(1) Includes stock-based compensation expense as follows:Cost of revenue $ 357 $ 283 Research and development 6,010 3,535 Sales and marketing 3,204 3,066 General and administrative 6,160 19,617 Total stock-based compensation expense $ 15,731 $ 26,501

Revenue

Three Months Ended March 31, (in thousands) 2016 2015 % ChangeUnits shipped 701 1,342 (48)%

Americas $ 85,305 $ 180,093 (53)% Percentageofrevenue 46.5% 49.6% EMEA $ 60,278 $ 139,079 (57)%Percentageofrevenue 32.8% 38.3% APAC $ 37,953 $ 43,937 (14)%Percentageofrevenue 20.7% 12.1%

Total revenue $ 183,536 $ 363,109 (49)%

The year-over-year decrease in revenue and units shipped during the first quarter of 2016 compared to 2015 was driven by global sell-in that wasseasonally lower than the prior year to enable our global channel partners to reduce their inventories, coupled with the lack of a major new productlaunch in the fourth quarter of 2015. In addition, our revenue in the first quarter of 2015 benefited from the introduction of our HERO4 Black andSilver cameras preceding the 2014 holiday season, primarily in Europe and Asia.

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First quarter 2016 results reflected estimated global unit sell-thru that exceeded global unit sell-in by approximately 50%. In the second quarter, weexpect channel sell-thru will continue to be higher than sell-in enabling our global channels to further reduce inventory ahead of new productlaunches.

Regionally, the Americas was strongest and made up approximately 46% of first quarter 2016 revenue followed by EMEA at 33% and APAC at 21%.The year-over-year increase in APAC revenue as a percentage of total revenue reflects the expansion of our business and distribution network inthe Asia Pacific region. Our direct and distribution sales channels accounted for 46% and 54% of first quarter 2016 revenue, respectively, flat year-over-year as a percentage of revenue. The average selling price of units shipped, defined as total revenue divided by camera unit shipments,decreased approximately 3% year-over-year due primarily to slightly higher costs for our marketing development fund program.

Cost of revenue and gross margin

Three Months Ended March 31, (dollars in thousands) 2016 2015 % ChangeCost of revenue $ 122,879 $ 198,871 (38)%Stock-based compensation 357 283 26 %Acquisition-related costs 222 222 — %Restructuring costs 364 — N/A

Total cost of revenue $ 123,822 $ 199,376 (38)%

Gross profit $ 59,714 $ 163,733 (64)%Gross margin 32.5% 45.1% (1,260) bps

Gross margin decreased by 1,260 bps in the first quarter of 2016 compared with the first quarter of 2015. Gross margin for the first quarter of 2016was impacted by charges related to legacy products of approximately $8 million (380 bps) for excess purchase commitments, inventory write-downsand marketing development funds. These charges resulted from lower sales estimates for our end-of-life HERO products. In addition, the year-over-year decrease in gross margin was attributable to the allocation of fixed overhead costs across less units shipped in 2016 and sales mix. We do nothave further material financial exposure remaining from either purchase commitments or our inventory related to our end-of-life HERO camera line.The year-over-year effect of stock-based compensation, acquisition-related costs and restructuring costs on gross margin was insignificant.

Operating expenses

Research and development

Three Months Ended March 31, (dollars in thousands) 2016 2015 % ChangeResearch and development $ 67,029 $ 45,815 46%Stock-based compensation 6,010 3,535 70%Acquisition-related costs 1,285 87 1,377%Restructuring costs 2,655 — N/A

Total research and development expenses $ 76,979 $ 49,437 56%

Percentage of revenue 41.9% 13.6%

The year-over-year growth of $27.5 million in research and development expense in the first quarter of 2016 compared to 2015 was primarilyattributable to higher cash-based personnel-related costs of $10.8 million , resulting from a 49% growth in global headcount from March 31, 2015 toMarch 31, 2016 , as well as increases in material and equipment costs of $4.4 million , increases in allocated facilities, depreciation and othersupporting overhead expenses of $4.4 million and increases in consulting and outside professional service costs of $4.0 million . The growth in R&Dexpense in absolute terms, and as a percentage of revenue, was primarily driven by investments to

24


support the development of our next generation HERO5 cameras, drone-related products, content-management software solutions, andentertainment related initiatives.

Stock-based compensation increased $2.5 million in 2016 due to higher employee headcount. Acquisition-related costs increased $1.2 million due tointangible asset amortization associated with acquisitions completed during the second and third quarters of 2015. Restructuring costs of $2.7 millionincluded severance-related costs resulting from our January 2016 global workforce reduction.

Sales and marketing

Three Months Ended March 31, (dollars in thousands) 2016 2015 % ChangeSales and marketing $ 73,545 $ 53,270 38 %Stock-based compensation 3,204 3,066 5 %Acquisition-related costs 22 33 (33)%Restructuring costs 2,678 — N/A

Total sales and marketing expenses $ 79,449 $ 56,369 41 %


The year-over-year growth of $23.1 million in sales and marketing expense in the first quarter of 2016 compared to 2015 was primarily attributable tohigher advertising and promotional activity costs of $10.6 million associated with expanded branding and product marketing efforts that began duringthe fourth quarter of 2015, as well as increases in cash-based personnel-related costs of $6.0 million , resulting from a 33% growth in globalheadcount from March 31, 2015 to March 31, 2016 , and increases in allocated facilities, depreciation and other supporting overhead expenses of$2.6 million . Restructuring costs of $2.7 million included severance-related costs resulting from our January 2016 global workforce reduction.

General and administrative

Three Months Ended March 31, (dollars in thousands) 2016 2015 % ChangeGeneral and administrative $ 16,881 $ 16,042 5 %Stock-based compensation 6,160 19,617 (69)%Acquisition-related costs 869 — N/ARestructuring costs 811 — N/A

Total general and administrative expenses $ 24,721 $ 35,659 (31)%


The year-over-year decrease of $10.9 million in general and administrative expense in the first quarter of 2016 compared to 2015 was primarilyattributable to a decrease in stock-based compensation of $13.5 million , partially offset by increases in consulting and outside professional servicecosts of $1.3 million . The decrease in stock-based compensation was due to the timing of expense recognition attributable to CEO RSUs. (SeeNote 7 to the Notes to Condensed Consolidated Financial Statements of this quarterly report on Form 10-Q.)

Income taxes

Three Months Ended March 31, (dollars in thousands) 2016 2015 % ChangeIncome tax expense (benefit) $ (14,283) $ 3,272 (537)%Effective tax rate 11.7% 16.3%

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We recorded an income tax benefit of $14.3 million for the first quarter of 2016 due to a pre-tax net loss, which resulted in an effective tax rate of11.7% . Our lower effective tax rate for 2016 compared to 2015 resulted from incurring a higher proportion of our first quarter 2016 net loss in foreignjurisdictions that provide little or no tax benefit and a tax benefit from restructuring charges in the first quarter of 2016. Our provision for income taxesin each period has differed from the tax computed at U.S. federal statutory tax rates due to state taxes, the effect of non-U.S. operations, deductibleand non-deductible stock-based compensation expense, and adjustments to unrecognized tax benefits.

Liquidity and Capital ResourcesThe following table presents selected financial information as of March 31, 2016 and December 31, 2015:

(dollars in thousands)March 31,

2016 December 31,

2015Cash and cash equivalents $ 248,717 $ 279,672Marketable securities 139,951 194,386

Total cash, cash equivalents and marketable securities $ 388,668 $ 474,058

Percentage of total assets 42% 43%

Our operations have been financed primarily through cash flow from operating activities and the net proceeds from the issuance of our equitysecurities. As of March 31, 2016 , $140.6 million of cash was held by our foreign subsidiaries, a portion of which was used in April 2016 to fund theacquisition of a mobile editing application company. We do not presently intend to repatriate the remainder of these funds, if any, for use in ourdomestic operations, but if we were to do so, any such repatriated cash and cash equivalents could be subject to U.S. income taxes.

We believe our existing cash, cash equivalents and marketable securities balances and cash flow from operations will be sufficient to meet ourworking capital needs, capital expenditures, outstanding commitments, and other liquidity requirements for at least the next 12 months and theforeseeable future.

In March 2016, we entered into a credit agreement with a syndicate of banks that provides for a secured revolving credit facility under which we mayborrow up to an aggregate of $250 million and, subject to certain conditions, the total commitments may be increased to up to $300 million . Theamount that may be borrowed under the credit facility is based upon a borrowing base formula with respect to our inventory and accounts receivablebalances. As of March 31, 2016, the borrowing base available to the Company under the credit facility was approximately $86 million. We currentlyhave no outstanding borrowings. However, in the future, we may require additional capital to respond to business opportunities, challenges,acquisitions or unforeseen circumstances. If we are unable to obtain adequate financing under our credit facility, or alternative sources, when werequire it, our ability to grow or support our business and to respond to business challenges could be significantly limited. (See Note 5 to the Notes toCondensed Consolidated Financial Statements of this quarterly report on Form 10-Q for additional information.)

Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenuegrowth, the timing and extent of spending on research and development efforts and other business initiatives, the expansion of sales and marketingactivities, the timing of new product introductions, market acceptance of our products, and overall economic conditions. We have completedacquisitions in the past and we expect to evaluate additional possible acquisitions of, or strategic investments in, businesses, products, andtechnologies that are complementary to our business, which may require the use of cash. For example, we recently acquired two mobile editingapplication companies for aggregate cash consideration of approximately $104 million to further enhance our future software offerings. (See Note 2to the Notes to Condensed Consolidated Financial Statements of this quarterly report on Form 10-Q for additional information.)

To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we maybe required to seek additional equity or debt financing. In the event additional financing is required from outside sources, we may not be able to raiseit on terms acceptable to us or at all.

26


Summary of Cash FlowsThe following table summarizes our cash flows for the periods indicated:

Three months ended


2016 March 31,

2015 % ChangeNet cash provided by (used in) operating activities $ (33,265) $ 66,267 (150)%Net cash provided by (used in) investing activities $ 970 $ (77,172) (101)%Net cash provided by financing activities $ 1,352 $ 16,168 (92)%

Cash flows from operating activities

Cash used by operating activities of $33.3 million in the first quarter of 2016 was comprised of a $107.5 million net loss, non-cash adjustments to netloss of $13.8 million (including stock-based compensation expense of $15.7 million ), and net cash inflow of $60.4 million from operating assets andliabilities. Cash inflow related to operating assets and liabilities consisted of net collections in accounts receivable of $99.4 million , reflectingseasonally lower sales, and lower inventory of $48.5 million , reflecting decreased procurement activity, partially offset by decreases in accountspayable and other liabilities of $ 84.0 million due to the pay-out of 2015 liabilities. The decrease in cash provided by operating activities of $99.5million in the first quarter of 2016 compared to 2015 was primarily due to our net loss of $107.5 million for the first quarter of 2016 compared to netincome of $16.8 million for the first quarter of 2015.

Cash flows from investing activities

Our primary investing activities normally consist of purchases and sales of marketable securities, business acquisitions, and purchases of propertyand equipment. Cash provided by investing activities was $1.0 million in the first quarter of 2016 resulting from net maturities and sales ofmarketable securities of $54.2 million , offset by $45.0 million in net cash used for acquisitions and $8.2 million for net purchases of property andequipment. Cash used in investing activities was $77.2 million during the first quarter of 2015 resulting from $79.4 million for purchases ofmarketable securities, $5.2 million for purchases of property and equipment, and $5.1 million for a business acquisition, partially offset by $12.5million for net sales and maturities of marketable securities.

In April 2016, upon closing of our second acquisition of a mobile editing application company, we used approximately $59 million of our cash andcash equivalent balance for the purchase consideration.

Cash flows from financing activities

Our primary financing activities consisted of issuances of securities under our common stock plans. Cash provided by financing activities was $1.4million in the first quarter of 2016 resulting primarily from $4.1 million in net proceeds received from stock purchases made through our ESPP andemployee stock option exercises, as well as $0.7 million of excess tax benefit related to stock-based compensation, partially offset by payments of$3.1 million for costs incurred to secure our new credit facility. Cash provided by financing activities was $16.2 million during the first quarter of 2015resulting from $12.3 million in proceeds received from employee stock option exercises and stock purchases made through our ESPP, as well as$6.1 million of excess tax benefit from stock award activities.

Contractual Commitments

Contractual obligations

See Note 11 to the Notes to Condensed Consolidated Financial Statements of this quarterly report on Form 10-Q for discussion of our facility leasesand other contractual commitments. In addition, as of March 31, 2016 , we recorded accrued liabilities for certain purchase commitments withcontract manufacturers for quantities in excess of our future demand forecasts. (See Accrued Liabilities in Note 4 to the Notes to CondensedConsolidated Financial Statements of this quarterly report on Form 10-Q.)

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Off-balance sheet arrangements

During the periods presented, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structuredfinance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or othercontractually narrow or limited purposes.

Indemnifications

We have entered into indemnification agreements with our directors and executive officers which require us to indemnify our directors and executiveofficers against liabilities that may arise by reason of their status or service. In addition, in the normal course of business, we enter into agreementsthat contain a variety of representations and warranties and provide for general indemnification. It is not possible to determine the maximumpotential amount under these indemnification agreements due to our limited history with prior indemnification claims and the unique facts andcircumstances involved in each particular agreement. To date, the payments we have made under these agreements have not had a material effecton our operating results, financial position or cash flows. However, we may record charges in the future as a result of these indemnificationagreements.

Critical Accounting Policies and EstimatesThere have been no material changes to our critical accounting policies and estimates, during the first quarter of 2016, from those disclosed in ourAnnual Report on Form 10-K for the year ended December 31, 2015 .Non-GAAP Financial MeasuresIn addition to the measures presented in our condensed consolidated financial statements, we use the following non-GAAP financial metrics toevaluate our business, measure our performance, develop financial forecasts, and make strategic decisions.

Adjusted EBITDA

The following table presents a reconciliation of net income to adjusted EBITDA:

Three Months Ended March 31,(in thousands) 2016 2015Net income (loss) $ (107,459) $ 16,752Income tax expense (benefit) (14,283) 3,272Interest (income) expense, net (334) 65Depreciation and amortization 8,323 5,369POP display amortization 4,743 4,548Stock-based compensation 15,731 26,501Restructuring costs 6,508 —

Adjusted EBITDA $ (86,771) $ 56,507

Non-GAAP Net Income (Loss)

The following table presents a reconciliation of net income (loss) to non-GAAP net income (loss):

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Three Months Ended March 31,(in thousands) 2016 2015Net income (loss) $ (107,459) $ 16,752Stock-based compensation 15,731 26,501Acquisition-related costs 2,398 342Restructuring costs 6,508 —Income tax adjustments (3,918) (7,976)

Non-GAAP net income (loss) $ (86,740) $ 35,619

Non-GAAP diluted earnings (loss) per share $ (0.63) $ 0.24

We use the non-GAAP financial measures of adjusted EBITDA, non-GAAP net income (loss), and non-GAAP earnings (loss) per share to help usunderstand and evaluate our core operating performance and trends, to prepare and approve our annual budget, and to develop short-term andlong-term operational plans. We believe that these measures provide useful information to investors and others in understanding and evaluating ouroperating results in the same manner as our management and board of directors.

These non-GAAP financial measures should not be considered in isolation from, or as an alternative to, measures prepared in accordance withGAAP, and are not based on any comprehensive set of accounting rules or principles. These non-GAAP financial measures have limitations in thatthey do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Some of these limitationsare:

• These non-GAAP financial measures exclude certain recurring, non-cash charges such as stock-based compensation and amortization ofacquired intangible assets;

• adjusted EBITDA does not reflect tax payments that reduce cash available to us ;

• adjusted EBITDA excludes depreciation and amortization and, although these are non-cash charges, the assets, including POP displays,being depreciated and amortized often will have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirementsfor such replacements; and

• other companies may calculate these non-GAAP financial measures differently than we do, limiting their usefulness as comparativemeasures.

Because of these limitations, you should consider adjusted EBITDA, non-GAAP net income (loss), and non-GAAP diluted earnings (loss) per sharealongside other financial performance measures, including our financial results presented in accordance with GAAP.

Item 3. Quantitative and Qualitative Disclosures About Market RiskThere have been no material changes to the Company’s market risk during the first quarter of 2016. For a discussion of the Company’s exposure tomarket risk, refer to the Company’s market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”of our Annual Report on Form 10-K for the year ended December 31, 2015.

Item 4. Controls and ProceduresEvaluation of Disclosure Controls and ProceduresThe Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated theeffectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securitiesand Exchange Act of 1934, as amended (the “Exchange Act”), as of March 31, 2016 . Based on such evaluation, the Company’s principal executiveofficer and principal financial officer have concluded that, as of March 31, 2016 , the Company’s disclosure controls and procedures were effective toensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed,summarized and reported within the time periods specified in Securities and Exchange

29

Commission rules and forms and is accumulated and communicated to the Company’s management, including its principal executive officer andprincipal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended March 31, 2016 that has materially affected, or are reasonably likely tomaterially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal ProceedingsBeginning on January 13, 2016, the first of four purported shareholder class action lawsuits was filed in the United States District Court for theNorthern District of California against the Company and certain of our officers. Similar complaints were filed on January 21, 2016, February 4, 2016and February 19, 2016. Each of the complaints purports to bring suit on behalf of shareholders who purchased our publicly traded securitiesbetween July 21, 2015 and January 13, 2016 for the first three complaints and between November 26, 2014 and January 13, 2016 for the last filedcomplaint. Each complaint purports to allege that defendants made false and misleading statements about our business, operations and prospectsin violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and each seeks unspecified compensatory damages, fees andcosts. On April 21, 2016, the court consolidated the complaints and appointed lead plaintiff and lead counsel for the first three actions (the “ CamiaInvestmentsClassAction”); the court allowed the fourth action to proceed separately as to the period November 26, 2014 through July 20, 2015(the “ MajestyPalmsClassAction”) and appointed lead plaintiff and lead counsel for that action. Amended complaints are expected to be filed byJune 21, 2016.

On January 25, 2016, a purported shareholder class action lawsuit was filed in the Superior Court of the State of California, County of San Mateo,against the Company, certain of our current and former directors and executive officers and underwriters of our IPO. The complaint purports to bringsuit on behalf of shareholders who purchased our stock pursuant or traceable to the Registration Statement and Prospectus issued in connectionwith our IPO and purports to allege claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933. The complaint seeks unspecifieddamages and other relief.

We are currently and in the future may continue to be subject to litigation, claims and assertions incidental to our business, including patentinfringement litigation and product liability claims, as well as other litigation of a non-material nature in the ordinary course of business. Due toinherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of these matters. We are unable at this time to determinewhether the outcome of the litigation would have a material impact on our business, financial condition, results of operations or cash flows.

Item 1A. Risk FactorsThe risks described in "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2015 could materially and adverselyaffect our business, financial condition and results of operations. There have been no material changes in such risks. These risk factors do notidentify all risks that we face; our operations could also be affected by factors that are not presently known to us or that we currently consider to beimmaterial to our operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Sales of Unregistered Securities

Not applicable.

Use of Proceeds

On June 25, 2014, the SEC declared our registration statement on Form S-1 (File No. 333-196083) effective for our IPO. On November 19, 2014,the SEC declared our registration statement on Form S-1 (File No. 333-200038) effective for our follow-on offering. There has been no materialchange in the planned use of proceeds from our initial public offering or our follow-on offering as described in our final prospectus filed with the SECon June 26, 2014 and November 17, 2014, respectively.

Issuer Purchases of Equity Securities

We have a remaining share repurchase authorization of $264.4 million under the stock repurchase program authorized by our Board of Directors.No shares of our Class A and Class B common stock were purchased during the three months ended March 31, 2016 . The share repurchaseauthorization is set to expire on September 30, 2016.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety DisclosuresNone.

Item 5. Other Information

None.

Item 6. ExhibitsThe information required by this item is set forth on the exhibit index which follows the signature page of this report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by theundersigned, thereunto duly authorized.

GoPro, Inc. (Registrant)

Dated: May 5, 2016 By: /s/ Nicholas Woodman

Nicholas WoodmanChief Executive Officer(Principal Executive Officer)

Dated: May 5, 2016 By: /s/ Brian McGee

Brian McGee Chief Financial Officer (Principal Financial Officer)

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EXHIBIT INDEX

Exhibit Incorporated by Reference FiledNumber Exhibit Title Form File No. Exhibit Filing Date Herewith

10.17

Credit Agreement by and among Registrant, the Lenders partythereto and JPMorgan Chase Bank, N.A. dated March 25,2016.

X

31.01

Certification of Principal Executive Officer Required Under Rule13a-14(a) and 15d-14(a) of the Securities Exchange Act of1934, as amended.

X

31.02

Certification of Principal Financial Officer Required Under Rule13a-14(a) and 15d-14(a) of the Securities Exchange Act of1934, as amended.

X

32.01‡ Certification of the Chief Executive Officer Pursuant to 18U.S.C. Section 1350 X

32.02‡ Certification of the Chief Financial Officer Pursuant to 18 U.S.C.Section 1350 X

101.INS XBRL Instance Document X

101.SCH XBRL Taxonomy Extension Schema X

101.CAL XBRL Taxonomy Extension Calculation Linkbase X

101.LAB XBRL Taxonomy Extension Label Linkbase X

101.PRE XBRL Taxonomy Extension Presentation Linkbase X

101.DEF XBRL Taxonomy Extension Definition Linkbase X

‡ As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this quarterly report on Form 10-Q and are not deemed filed with the SECand are not incorporated by reference in any filing of GoPro, Inc. under the Securities Act of 1933 or the Exchange Act of 1934, whether made before or after thedate hereof and irrespective of any general incorporation language in such filings.

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Exhibit 10.17

CREDIT AGREEMENT

dated as of

March 25, 2016,

among

GOPRO, INC.,GOPRO COÖPERATIEF U.A.,

The LENDERS Party Hereto

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

___________________________

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Syndication Agent

BARCLAYS BANK PLC,

as Documentation Agent

JPMORGAN CHASE BANK, N.A.and

WELLS FARGO BANK, NATIONAL ASSOCIATION,as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS Page

ARTICLE IDefinitions

SECTION 1.01. Defined Terms 6SECTION 1.02. Classification of Loans and Borrowings 69SECTION 1.03. Terms Generally 69SECTION 1.04. Accounting Terms; GAAP; Pro Forma Calculations 70SECTION 1.05. Currency Translation 71SECTION 1.06. Senior Indebtedness 71

ARTICLE IIThe Credits

SECTION 2.01. Commitments 72SECTION 2.02. Loans and Borrowings 72SECTION 2.03. Requests for Borrowings 73SECTION 2.04. Protective Advances 74SECTION 2.05. Letters of Credit 75SECTION 2.06. Funding of Borrowings 83SECTION 2.07. Interest Elections 84SECTION 2.08. Termination and Reduction of Commitments 85SECTION 2.09. Repayment of Loans; Evidence of Debt; Cash Dominion Period 86SECTION 2.10. Prepayment of Loans 88SECTION 2.11. Fees 89SECTION 2.12. Interest 90SECTION 2.13. Alternate Rate of Interest 91SECTION 2.14. Increased Costs 91SECTION 2.15. Break Funding Payments 92SECTION 2.16. Taxes 93SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Setoffs 97SECTION 2.18. Mitigation Obligations; Replacement of Lenders 100SECTION 2.19. Defaulting Lenders 101SECTION 2.20. Incremental Commitments 103SECTION 2.21. Secured Cash Management Services Obligations and Secured Hedging Obligations 106SECTION 2.22. Dutch Borrower Agent 106

ARTICLE IIIRepresentations and Warranties

SECTION 3.01. Organization; Powers 107SECTION 3.02. Authorization; Enforceability 107SECTION 3.03. Governmental Approvals; Absence of Conflicts 108SECTION 3.04. Financial Condition; No Material Adverse Change 108SECTION 3.05. Properties 109SECTION 3.06. Litigation and Environmental Matters 109SECTION 3.07. Compliance with Laws and Agreements 109SECTION 3.08. Investment Company Status 110SECTION 3.09. Taxes 110SECTION 3.10. ERISA 110SECTION 3.11. Subsidiaries and Joint Ventures; Disqualified Equity Interests 110SECTION 3.12. Insurance 111SECTION 3.13. Solvency 111SECTION 3.14. Disclosure 111SECTION 3.15. Inventory Vendor Purchase Agreements; Intercompany Inventory Title Transfer Agreements 112SECTION 3.16. Collateral Matters 112SECTION 3.17. Federal Reserve Regulations 113SECTION 3.18. Anti-Corruption Laws and Sanctions 113SECTION 3.19. Choice of Law Provisions 113SECTION 3.20. No Immunity 114SECTION 3.21. Proper Form; No Recordation 114SECTION 3.22. Ranking of Obligations 115SECTION 3.23. Centre of Main Interest 115

ARTICLE IVConditions

SECTION 4.01. Effective Date 115SECTION 4.02. Each Credit Event 117

ARTICLE VAffirmative Covenants

SECTION 5.01. Financial Statements and Other Information 118SECTION 5.02. Notices of Material Events 122SECTION 5.03. Additional Subsidiaries 123SECTION 5.04. Information Regarding Loan Parties 123SECTION 5.05. Existence; Conduct of Business 124SECTION 5.06. Payment of Taxes 124SECTION 5.07. Maintenance of Properties 124SECTION 5.08. Insurance 124SECTION 5.09. Books and Records; Inspection and Audit Rights; Field Examinations and Appraisals 125SECTION 5.10. Compliance with Laws 126SECTION 5.11. Location of Inventory 126SECTION 5.12. Deposit Accounts 127SECTION 5.13. Use of Proceeds and Letters of Credit 129SECTION 5.14. Further Assurances 129SECTION 5.15. Post-Closing Matters 129

ARTICLE VINegative Covenants

SECTION 6.01. Indebtedness 130SECTION 6.02. Liens 132SECTION 6.03. Fundamental Changes; Business Activities 135SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions 135SECTION 6.05. Asset Sales 138SECTION 6.06. Sale/Leaseback Transactions 140SECTION 6.07. Hedging Agreements 141SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness 141SECTION 6.09. Transactions with Affiliates 143SECTION 6.10. Restrictive Agreements 143SECTION 6.11. Amendment of Organizational Documents 145SECTION 6.12. Financial Covenant 145SECTION 6.13. Fiscal Year 145

ARTICLE VIIEvent of Default

ARTICLE VIIIAdministrative Agent

ARTICLE IXMiscellaneous

SECTION 9.01. Notices 155SECTION 9.02. Waivers; Amendments 157SECTION 9.03. Expenses; Indemnity; Damage Waiver 160SECTION 9.04. Successors and Assigns 162SECTION 9.05. Survival 166SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution 167SECTION 9.07. Severability 167SECTION 9.08. Right of Setoff 168SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process 168SECTION 9.10. WAIVER OF JURY TRIAL 169SECTION 9.11. Headings 170SECTION 9.12. Confidentiality 170SECTION 9.13. Interest Rate Limitation 171SECTION 9.14. Release of Liens and Guarantees 171SECTION 9.15. USA PATRIOT Act Notice 172SECTION 9.16. No Fiduciary Relationship 172SECTION 9.17. Non-Public Information 172SECTION 9.18. Judgment Currency 173SECTION 9.19. Excluded Swap Obligations 173SECTION 9.20. Acknowledgement and Consent to Bail-In of EEA Financial Institutions 175

SCHEDULES:

Schedule 1.01 - Existing Dutch Borrower Collection AccountsSchedule 2.01 - CommitmentsSchedule 2.05 - LC CommitmentsSchedule 3.11 - Subsidiaries and Joint VenturesSchedule 3.12 - InsuranceSchedule 3.15(a) - Material Inventory Vendor Purchase AgreementsSchedule 3.15(b) - Intercompany Inventory Title Transfer AgreementsSchedule 3.21 - Certain Form and Recordation RequirementsSchedule 5.01(f) - Certain Collateral Notice RequirementsSchedule 5.11 - Eligible Inventory Jurisdictions Inventory LocationsSchedule 6.01 - Existing IndebtednessSchedule 6.02 - Existing LiensSchedule 6.04 - Existing InvestmentsSchedule 6.10 - Existing Restrictions

EXHIBITS :

Exhibit A - Form of Assignment and AssumptionExhibit B - Form of Borrowing Base CertificateExhibit C - Form of Borrowing RequestExhibit D - Form of Compliance CertificateExhibit E - Form of Global Intercompany Consent AgreementExhibit F - Form of Global Intercompany Subordination AgreementExhibit G - Form of Guarantee AgreementExhibit H - Form of Interest Election RequestExhibit I - Form of Perfection CertificateExhibit J - Form of Supplemental Perfection CertificateExhibit K - Form of U.S. Collateral Agreement

Exhibit L-1 -Form of U.S. Tax Certificate for Non-U.S. Lenders that are not Partnerships for U.S. Federal IncomeTax Purposes

Exhibit L-2 -Form of U.S. Tax Certificate for Non-U.S. Lenders that are Partnerships for U.S. Federal IncomeTax Purposes

Exhibit L-3 -Form of U.S. Tax Certificate for Non-U.S. Participants that are not Partnerships for U.S. FederalIncome Tax Purposes

Exhibit L-4 -Form of U.S. Tax Certificate for Non-U.S. Participants that are Partnerships for U.S. Federal IncomeTax Purposes

CREDIT AGREEMENT dated as of March 25, 2016, among GOPRO, INC., a Delaware corporation,GOPRO COÖPERATIEF U.A., a Dutch cooperative with excluded liability, having its statutory seat inAmsterdam, the Netherlands, and registered with the trade register in the Netherlands under number61391743, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specifiedbelow:

“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprisingsuch Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate.

“ Account ” has the meaning set forth in Article 9 of the New York UCC.

“ Account Debtor ” means any Person obligated on an Account.

“ Acquisition ” means the purchase or other acquisition (in one transaction or a series of transactions, includingpursuant to any merger or consolidation) of all or substantially all the issued and outstanding Equity Interests in, or all orsubstantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line ofbusiness of), any Person (it being understood that a license of Intellectual Property does not constitute an Acquisition).

“ Adjusted LIBO Rate ” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rateper annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multipliedby (b) the Statutory Reserve Rate.

“ Administrative Agent ” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent hereunder and inits capacities as administrative agent, collateral agent, security trustee or trustee under the other Loan Documents, and its successorsin such capacities as provided in Article VIII. Unless the context requires otherwise, the term “Administrative Agent” shall includeany Affiliate of JPMorgan Chase Bank, N.A. (including J.P. Morgan Europe Limited) that it shall have designated for the purpose ofperforming any of its obligations hereunder or under the other Loan Documents in such capacity.

“ Administrative Agent Accounts ” means the U.S. Administrative Agent Accounts or the Non-U.S. AdministrativeAgent Accounts.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the AdministrativeAgent.

“ Affiliate ” means, with respect to a specified Person, another Person that directly or indirectly Controls or isControlled by or is under common Control with the Person specified.

“ Aggregate Borrowing Base ” means, at any time, the sum of (a) the U.S. Borrowing Base at such time and (b) theNon-U.S. Borrowing Base at such time.

“ Aggregate Commitment ” means the sum of the Commitments of all the Lenders.

“ Aggregate Revolving Exposure ” means the sum of the Revolving Exposures of all the Lenders.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect onsuch day, (b) the NYFRB Rate in effect on such day plus ½ of 1% per annum and (c) the Adjusted LIBO Rate on such day (or ifsuch day is not a Business Day, the immediately preceding Business Day) for a deposit in U.S. dollars with a maturity of one monthplus 1% per annum. For purposes of clause (c) above, the Adjusted LIBO Rate on any day shall be based on the rate per annumappearing on the applicable Reuters screen page (currently page LIBOR01) displaying interest rates for dollar deposits in the Londoninterbank market as administered by the ICE Benchmark Administration (or any other Person that takes over the administration ofsuch rate) (or, in the event such rate does not appear on a page of the Reuters screen, on the appropriate page of such otherinformation service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonablediscretion) at approximately 11:00 a.m., London time, on such day for deposits in U.S. dollars with a maturity of one month;provided that if such rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement. Any changein the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective fromand including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively.

“ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Company or anyof its Subsidiaries from time to time concerning or relating to bribery, corruption or money laundering.

“ Applicable Commitment Fee Rate ” means, on any day, with respect to the commitment fees payable hereunder atany time, the applicable rate per annum set forth below based upon the Average Facility Utilization for the fiscal quarter of theCompany then most recently ended; provided that until the last day of the first full fiscal quarter commencing after the EffectiveDate, the Applicable Commitment Fee Rate shall be the rate per annum set forth in Category 2.

Category Average Facility Utilization Applicable Commitment Fee Rate

1 ≥ 50% 0.250%2 < 50% 0.375%

The Applicable Commitment Fee Rate shall be determined at the commencement of each fiscal quarter, with any changes to theApplicable Commitment Fee Rate resulting from a change in Average Facility Utilization becoming effective on the first day of eachfiscal quarter.

“ Applicable Creditor ” has the meaning set forth in Section 9.18(b).

“ Applicable Percentage ” means, at any time, with respect to any Lender, the percentage of the AggregateCommitment represented by such Lender’s Commitment at such time. If all the Commitments have terminated or expired, theApplicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

“ Applicable Rate ” means, for any day, with respect to any Eurocurrency Loan or any ABR Loan (including anyProtective Advance), the applicable rate per annum set forth below under the caption “Eurocurrency Spread” or “ABR Spread”, asthe case may be, based upon the Average Excess Availability for the fiscal quarter of the Company then most recently ended;provided that until the last day of the first full fiscal quarter commencing after the Effective Date, the Applicable Rate shall be basedon the rates per annum set forth in Category 2.

CategoryAverage Excess Availability

(as a % of the AggregateCommitment)

Eurocurrency Spread ABR Spread

1 ≥ 66.7% 1.50% 0.50%2 < 66.7% but ≥ 33.3% 1.75% 0.75%3 < 33.3% 2.00% 1.00%

The Applicable Rate shall be determined at the commencement of each fiscal quarter, with any changes to theApplicable Rate resulting from a change in Average Excess Availability becoming effective on the first day of each fiscal quarter;provided that the Applicable Rate shall be determined by reference to Category 3 at any time that a Borrowing Base Certificate hasnot been delivered by the date specified for such delivery in Section 5.01(e) from and including such date to the first Business Dayafter the date on which such Borrowing Base Certificate is delivered to each of the Administrative Agent and the Co-Agent;provided further that if any Borrowing Base Certificate shall prove to have been inaccurate, at any time that

this Agreement is in effect and any Loans or Commitments are outstanding hereunder, and such inaccuracy shall have resulted in thepayment of interest or letter of credit fees hereunder at rates lower than those that were in fact applicable for any period had therebeen no such inaccuracy, then (a) the Company shall promptly deliver to each of the Administrative Agent and the Co-Agent acorrected Borrowing Base Certificate for the applicable period and (b) the applicable Borrower shall promptly pay to theAdministrative Agent, for distribution to the Lenders at such time, the accrued interest and letter of credit fees that should have beenpaid but was not paid as a result of such inaccuracy; provided that payment of interest or letter of credit fees at rates lower than thosethat were in effect applicable as a result of such inaccuracy shall not in any event be deemed retroactively to be an Event of Defaultpursuant to clause (b) of Article VII, and such amount payable shall be calculated without giving effect to any additional interestpayable on overdue amounts under Section 2.12(c) if paid promptly on demand. Nothing in this paragraph shall limit the rights of theAdministrative Agent or any Lender under Article VII.

“ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding orinvesting in commercial loans and similar extensions of credit in the ordinary course of its activities and that is administered ormanaged by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages aLender.

“ Arrangers ” means JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, each in its capacityas a joint lead arranger and joint bookrunner for the credit facility provided for herein.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an EligibleAssignee, with the consent of any Person whose consent is required by Section 9.04, and accepted by the Administrative Agent, inthe form of Exhibit A or any other form approved by the Administrative Agent.

“ Authorized Agent ” has the meaning set forth in Section 9.09(e).

“ Availability Period ” means the period from and including the Effective Date to but excluding the earlier of theMaturity Date and the date of termination of the Commitments.

“ Average Excess Availability ” means, for any fiscal quarter, (a) the quotient of (i) the sum of the amounts of ExcessAvailability for each day during such fiscal quarter divided by (ii) the number of days in such fiscal quarter, divided by (b) theAggregate Commitment as of the last day of such fiscal quarter.

“ Average Facility Utilization ” means, for any fiscal quarter, the average for such fiscal quarter of the daily amountsdetermined as of 5:00 p.m., New York City time, for each day during such fiscal quarter expressed as a percentage equivalent to afraction (a) the numerator of which is Aggregate Revolving Exposure (excluding any portion thereof attributable to ProtectiveAdvances) at such time and (b) the denominator of which is the Aggregate Commitment in effect at such time.

“ Bankruptcy Event ” means, with respect to any Person, that such Person has become the subject of a bankruptcy orinsolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors orsimilar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination ofthe Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in, anysuch proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or theacquisition of any ownership interest, in such Person by a Governmental Authority; provided , however , that such ownership interestdoes not result in or provide such Person with immunity from the jurisdiction of courts within the United States of America or fromthe enforcement of judgments or writs of attachment

on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any agreements madeby such Person.

“ Best Buy ” means Best Buy Co., Inc., a Minnesota corporation.

“ Best Buy Factoring Facility ” means any factoring or other receivables financing facility pursuant to which theCompany or any Subsidiary sells or otherwise disposes of Accounts owing by Best Buy or any of its Affiliates.

“ Bill of Lading ” has the meaning set forth in Article 1 of the New York UCC.

“ Board of Governors ” means the Board of Governors of the Federal Reserve System of the United States ofAmerica.

“ Borrower ” means each of the Company and the Dutch Borrower.

“ Borrowing ” means (a) Revolving Loans of the same Type made, converted or continued on the same date and, inthe case of Eurocurrency Revolving Loans, as to which a single Interest Period is in effect, or (b) a Protective Advance.

“ Borrowing Base Certificate ” means a certificate in the form of Exhibit B (with such changes thereto as may berequired by the Administrative Agent or, subject to the prior written notice thereof to the Administrative Agent, the Co-Agent fromtime to time to reflect the components of and Reserves against the Aggregate Borrowing Base, the U.S. Borrowing Base and theNon-U.S. Borrowing Base as provided for hereunder), together with all attachments and supporting documentation contemplatedthereby, signed and certified as accurate and complete by a Financial Officer of the Company.

“ Borrowing Base Reporting Date ” means (a) the last day of each month or (b) during any Cash Dominion Period,the last day of each week.

“ Borrowing Request ” means a request by the applicable Borrower for a Revolving Borrowing in accordance withSection 2.03, which shall be, in the case of any such written request, in the form of Exhibit C or any other form approved by theAdministrative Agent.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New YorkCity are authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term“Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbankmarket.

“ Capital Expenditures ” means, for any period, the additions to property, plant and equipment and other capitalexpenditures of the Company and its consolidated Subsidiaries that are (or should be) set forth in a consolidated statement of cashflows of the Company and its consolidated Subsidiaries for such period prepared in accordance with GAAP, excluding (a) any suchexpenditures made to restore, replace or rebuild assets to the condition of such assets immediately prior to any casualty or otherinsured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, such assets to theextent such expenditures are made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any suchcasualty, damage, taking, condemnation or similar proceeding, and (b) any such expenditures constituting Acquisitions.

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts underany lease of (or other arrangement conveying the right to use) real or personal property,

or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet ofsuch Person under GAAP; the amount of such obligations shall be the capitalized amount thereof determined in accordance withGAAP, and the final maturity of such obligations shall be the date of the last payment of such amounts due under such lease (orother arrangement) prior to the first date on which such lease (or other arrangement) may be terminated by the lessee withoutpayment of a premium or a penalty. For purposes of Section 6.02, a Capital Lease Obligation shall be deemed to be secured by aLien on the property being leased and such property shall be deemed to be owned by the lessee.

“ Cash Dominion Period ” means each period (a) commencing on any day when Excess Availability shall have beenless than the greater of (i) US$30,000,000 and (ii) 12.5% of the lesser of the Aggregate Commitment then in effect and theAggregate Borrowing Base then in effect, in each case for three consecutive Business Days, and continuing until the first daythereafter on which Excess Availability shall have been greater than the greater of (A) US$30,000,000 and (B) 12.5% of the lesser ofthe Aggregate Commitment then in effect and the Aggregate Borrowing Base then in effect for at least 30 consecutive days, duringwhich period no Event of Default shall have occurred and be continuing, or (b) commencing on any day when an Event of Defaultshall have occurred and continuing until the first day thereafter on which no Event of Default shall exist and the AdministrativeAgent shall have received a certificate to that effect from a Financial Officer of the Company.

“ Cash Management Services ” means cash management and related services provided to the Company or anySubsidiary, including treasury, depository, foreign exchange, return items, overdraft, controlled disbursement, cash sweeps, zerobalance arrangements, merchant stored value cards, e-payables, electronic funds transfer, interstate depository network andautomatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through thedirect Federal Reserve Fedline system) services and credit cards, credit card processing services, debit cards, stored value cards andcommercial cards (including so-called “‘purchase cards”, “procurement cards” or “p-cards”) arrangements.

“ Cash Management Services Provider ” means any Person that (a) is, or was on the Effective Date, theAdministrative Agent, an Arranger or any Affiliate of any of the foregoing, whether or not such Person shall have been theAdministrative Agent, an Arranger or any Affiliate of any of the foregoing at the time the applicable agreement in respect of CashManagement Services was entered into, (b) is a counterparty to an agreement in respect of Cash Management Services in effect onthe Effective Date and is a Lender or an Affiliate of a Lender as of the Effective Date or (c) becomes a counterparty after theEffective Date to an agreement in respect of Cash Management Services at a time when such Person is a Lender or an Affiliate of aLender.

“ Cayman Guarantor ” means Woodman Labs Cayman, Inc., a Cayman Islands exempted company incorporated withlimited liability.

“ CFC ” means (a) each Person that is a “controlled foreign corporation” for purposes of the Code, (b) each subsidiaryof any such controlled foreign corporation and (c) any Non-U.S. Subsidiary that is an entity disregarded as separate from its ownerunder Treasury Regulation 301.7701-3.

“ CFC Holding Company ” means any U.S. Subsidiary that has no assets other than Equity Interests in one or moreCFCs.

“ Change in Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by anyPerson or group (within the meaning of the Exchange Act and the rules of the SEC thereunder), other than the Permitted Holders, ofEquity Interests in the Company representing more than 35% of either the aggregate ordinary voting power or the aggregate equityvalue represented by the issued

and outstanding Equity Interests in the Company; (b) occupation at any time of a majority of the seats (other than vacant seats) onthe board of directors of the Company by Persons who were not (i) directors of the Company on the date of this Agreement, (ii)nominated or appointed by the board of directors of the Company or (iii) approved by the board of directors of the Company asdirector candidates prior to their election; (c) the occurrence of any “change in control” or a “fundamental change” (or similar event,however denominated) with respect to the Company under and as defined in any agreement or instrument evidencing, governing therights of the holders of or otherwise relating to any Material Indebtedness of the Company or any Subsidiary; or (d) the failure by theCompany to own, beneficially and of record, directly or indirectly, all the issued and outstanding Equity Interests in the DutchBorrower.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption ortaking effect of any rule, regulation, treaty or other law, (b) any change in any rule, regulation, treaty or other law or in theadministration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance ofany request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that,notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and allrequests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines ordirectives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor orsimilar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case bedeemed to be a “Change in Law”, regardless of the date enacted, adopted, promulgated or issued.

“ Charges ” has the meaning set forth in Section 9.13.

“ Chinese Subsidiary ” means any Subsidiary formed, incorporated or organized in the People’s Republic of China(other than, for the avoidance of doubt, Hong Kong, Macau Special Administration Region and Taiwan).

“ Co-Agent ” means Wells Fargo Bank, National Association. In the event that, at any time, the Commitment ofWells Fargo Bank, National Association, shall be less than that of the Person serving as the Administrative Agent by more thanUS$15,000,000 (including as a result of Wells Fargo Bank, National Association, ceasing to be a Lender), all references herein toCo-Agent (other than references in Article VIII) shall be disregarded and of no force or effect.

“ Code ” means the Internal Revenue Code of 1986.

“ Collateral ” means any and all assets, whether real or personal, tangible or intangible, on which Liens are purportedto be granted pursuant to the Security Documents as security for the Secured Obligations.

“ Collateral Access Agreement ” means any landlord waiver, collateral access agreement, warehouseman or baileeletter or other agreement, in form and substance reasonably satisfactory to each of the Administrative Agent and the Co-Agent,between the Administrative Agent and any landlord for any leased real property where any Inventory is located or anywarehouseman, bailee or consignee or other Person having the possession of any Inventory.

“ Collateral and Guarantee Requirement ” means, at any time, the requirement that:

(a) the Administrative Agent shall have received:

(i) from the Company and each Designated Subsidiary either (A) a counterpart of the Guarantee Agreement or (B) inthe case of any Person that becomes a Designated Subsidiary after the Effective Date, a supplement to the GuaranteeAgreement in the form specified therein, in each case, duly executed and delivered on behalf of such Person;

(ii) from the Company and each Designated Subsidiary that is or would be a U.S. Loan Party:

(A) either (1) a counterpart of the U.S. Collateral Agreement or (2) in the case of any Person that becomes aDesignated Subsidiary after the Effective Date, a supplement to the U.S. Collateral Agreement in the form specifiedtherein, in each case duly executed and delivered on behalf of such Person; and

(B) a counterpart, duly executed and delivered by such Person and the applicable depositary bank or securitiesintermediary, as the case may be, of a Control Agreement with respect to (1) each deposit account maintained by suchPerson with any depositary bank (other than any Excluded Deposit Accounts) and (2) each securities accountmaintained by such Person with any securities intermediary (other than any Excluded Securities Accounts); providedthat (x) in the case of any such deposit account or securities account existing on the Effective Date, the requirementsof this clause (B) shall not be required to be satisfied until the 90th day after the Effective Date and (y) in the case ofany such deposit account or securities account of any Person that became a U.S. Loan Party after the Effective Date,the requirements of this clause (B) shall not be required to be satisfied until the 30th day after the date on which itbecame a U.S. Loan Party;

(iii) from the Dutch Borrower and each Designated Subsidiary that is or would be a Non-U.S. Loan Party, one ormore Security Documents reasonably acceptable to the Administrative Agent necessary or advisable and customary in orderfor the Secured Obligations of such Person to be secured, subject to the last paragraph of this definition, by a security interestin all Equity Interests owned by such Person and all or substantially all tangible and intangible assets of such Person(including cash, accounts receivable, deposit accounts, securities accounts, inventory, equipment, Intellectual Property,contract rights and other general intangibles, investment property, intercompany indebtedness and proceeds of the foregoing);provided that (A) in the case of any deposit account or securities account of the Dutch Borrower existing on the EffectiveDate, the requirements of this clause (iii) shall not be required to be satisfied until the 90th day after the Effective Date and(B) in the case of any deposit account or securities account of any Person that became a Non-U.S. Loan Party after theEffective Date, the requirements of this clause (iii) shall not be required to be satisfied until the 60th day after the date onwhich it became a Non-U.S. Loan Party;

(iv) from the Company and the Dutch Borrower, one or more Security Documents reasonably acceptable to theAdministrative Agent necessary or advisable and customary in order for the Secured Obligations of such Person to besecured, subject to the last paragraph of this definition, by a security interest in all or substantially all tangible and intangibleassets of such Person located in Hong Kong;

(v) from each Person that becomes a Designated Subsidiary after the Effective Date, a perfection certificate,documents and opinions of the type referred to in paragraphs (b), (c) and (f) of Section 4.01;

(vi) from the Company and each Subsidiary, either (1) a counterpart of the Global Intercompany Consent Agreementor (2) in the case of any Person that becomes a Subsidiary after

the Effective Date, a supplement to the Global Intercompany Consent Agreement, in the form specified therein, in each caseduly executed and delivered on behalf of such Person; and

(vii) from the Company and each Subsidiary, either (1) a counterpart of the Global Intercompany SubordinationAgreement or (2) in the case of any Person that becomes a Subsidiary after the Effective Date, a supplement to the GlobalIntercompany Subordination Agreement, in the form specified therein, in each case duly executed and delivered on behalf ofsuch Person;

(b) (i) all Equity Interests owned by any Loan Party shall have been pledged pursuant to the applicable SecurityDocuments (including, in the case of Equity Interests in any Non-U.S. Subsidiary owned by any U.S. Loan Party, where theAdministrative Agent so requests in connection with the pledge of such Equity Interests, a Non-U.S. Pledge Agreement), providedthat not more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company that are owned by any U.S.Loan Party shall be required to be pledged to secure any Secured Obligation of any Person that is not a CFC or a CFC HoldingCompany (it being agreed, however, that 100% thereof shall be required to be pledged to secure Secured Obligations of any CFC orCFC Holding Company or any Guarantee by the Company or any other U.S. Loan Party of any such Secured Obligations of anyCFC or CFC Holding Company), and (ii) the Administrative Agent shall, to the extent required by such Security Documents, havereceived certificates or other instruments representing all such Equity Interests, together with undated stock powers or otherinstruments of transfer with respect thereto endorsed in blank;

(c) all Indebtedness of the Company and each Subsidiary that, in each case, is owing to any Loan Party shall beevidenced by a promissory note (which may be a global intercompany note) and shall have been pledged pursuant to the applicableSecurity Documents, and the Administrative Agent shall have received all such promissory notes, together with undated instrumentsof transfer with respect thereto endorsed in blank;

(d) all documents and instruments, including Uniform Commercial Code financing statements, required by applicablelaw or reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be createdby the Security Documents and perfect such Liens to the extent required by, and with the priority required by, the SecurityDocuments, shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration orrecording;

(e) each U.S. Loan Party and the Dutch Borrower shall use their commercially reasonable efforts to obtain aCollateral Access Agreement with respect to each location from time to time set forth on Schedule 5.11 (i) in the case of any suchlocation set forth on such Schedule on the Effective Date, as promptly as reasonably practicable after the Effective Date (and, in anyevent, use their commercially reasonable efforts to obtain such Collateral Access Agreements within 60 days after the EffectiveDate) and (ii) in the case of any such location added to such Schedule after the Effective Date, as promptly as reasonably practicablethereafter (and, in any event, use their commercially reasonable efforts to obtain such Collateral Access Agreements within 60 daysthereafter); and

(f) each Loan Party shall have obtained all board of directors, stockholder and other organizational consents andapprovals required to be obtained by it in connection with the execution and delivery of all Security Documents to which it is a party,the performance of its obligations thereunder and the granting by it of the Liens thereunder.

Notwithstanding the foregoing:

(i) nothing in this definition shall require the creation or perfection of pledges of, security interests in or Liens on anyExcluded Property;

(ii) no Loan Party shall be required to deliver to the Administrative Agent (A) any certificates or instrumentsrepresenting, or any stock powers or other instruments of transfer in respect of, Equity Interests in any Subsidiary that is not aMaterial Subsidiary (including, as of the Effective Date, any Subsidiary of the Cayman Guarantor other than the DutchBorrower) or (B) any Non-U.S. Pledge Agreement with respect to any such Equity Interests (it being understood that suchEquity Interests may nonetheless constitute Collateral pursuant to an “all personal property” or a similar Security Document);

(iii) no Loan Party shall be required to deliver to the Administrative Agent any certificates or instruments representingor evidencing, or any note powers or other instruments of transfer in respect of, any notes or other evidences of Indebtednessin an individual amount of US$500,000 or less;

(iv) the Administrative Agent may grant extensions of time for the creation and perfection of security interests in, orthe obtaining of legal opinions or other deliverables with respect to, particular assets or the provision of any Guarantee byany Subsidiary (including extensions beyond the Effective Date or in connection with assets acquired, or Subsidiaries formedor acquired, after the Effective Date) where it determines that such action cannot be accomplished without undue effort orexpense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the SecurityDocuments (it being acknowledged that, notwithstanding anything to the contrary in this definition, the matters that areexpressly identified in the Post-Closing Letter Agreement shall be required to be accomplished or satisfied on or before thedate specified therefor in the Post-Closing Letter Agreement);

(v) nothing in this definition shall require the creation or perfection of security interests in, or the obtaining of legalopinions or other deliverables with respect to, particular assets or the provision of any Guarantee by any Subsidiary if, and forso long as, the Administrative Agent, in consultation with the Company, determines that the cost of creating or perfectingsuch security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such assets, orproviding such Guarantees (taking into account any adverse tax consequences to the Company and the Subsidiaries), shall beexcessive in view of the benefits to be obtained by the Lenders therefrom; and

(vi) so long as the Hong Kong Guarantor constitutes a Designated Subsidiary solely as a result of clause (b) of thedefinition of the term “Material Subsidiary”, the Hong Kong Guarantor shall not be required to create any Liens on its assetsother than the Equity Interests in the Dutch Borrower.

“ Collection Account ” means (a) with respect to any U.S. Loan Party, any U.S. Collection Account of such U.S.Loan Party and (b) with respect to the Dutch Borrower, any Dutch Borrower Collection Account.

“ Collection Lockboxes ” means (a) with respect to any U.S. Loan Party, one or more lockboxes established andmaintained by a depositary bank in the United States of America and with respect to which such depositary bank retrieves andprocesses all checks and other evidences of payment so received at such lockbox and deposits the same into any Collection Accountof such U.S. Loan Party and (b) with respect to the Dutch Borrower, one or more lockboxes established and maintained by adepositary bank in the same jurisdiction as any Dutch Borrower Collection Account and with respect to which such depositary bankretrieves and processes all checks and other evidences of payment so received at such lockbox and deposits the same into such DutchBorrower Collection Account.

“ Commitment ” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans andto acquire participations in Letters of Credit and Protective Advances hereunder, expressed as an amount representing the maximumaggregate permitted amount of such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from time totime pursuant to Section 2.08, (b) increased from time to time pursuant to Section 2.20 and (c) reduced or increased from time totime pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Commitment is setforth on Schedule 2.01, or in the Assignment and Assumption or Incremental Facility Agreement pursuant to which such Lendershall have assumed its Commitment, as applicable. The aggregate amount of the Lenders’ Commitments as of the Effective Date isUS$250,000,000.

“ Communications ” means, collectively, any notice, demand, communication, information, document or othermaterial provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein that isdistributed to the Administrative Agent, the Co-Agent, any Lender or any Issuing Bank by means of electronic communicationspursuant to Section 9.01, including through the Platform.

“ Company ” means GoPro, Inc., a Delaware corporation.

“ Compliance Certificate ” means a Compliance Certificate in the form of Exhibit D or any other form approved bythe Administrative Agent.

“ Confidential Information Memorandum ” means the “ABL Lender Meeting” presentation and materials datedMarch 3, 2016, relating to the credit facility provided for herein.

“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income(however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consolidated Cash Interest Expense ” means, for any period, the excess of (a) the sum, without duplication, of (i)the interest expense (including imputed interest expense in respect of Capital Lease Obligations) of the Company and itsconsolidated Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, (ii) any interest or otherfinancing costs becoming payable during such period in respect of Indebtedness of the Company or its consolidated Subsidiaries tothe extent such interest or other financing costs shall have been capitalized rather than included in consolidated interest expense forsuch period in accordance with GAAP and (iii) any cash payments made during such period in respect of obligations referred to inclause (b)(ii) below that were amortized or accrued in a previous period, minus (b) to the extent included in such consolidatedinterest expense for such period, the sum of (i) noncash amounts attributable to amortization or write-off of capitalized interest orother financing costs paid in such period or a previous period, (ii) noncash amounts attributable to amortization of debt discounts oraccrued interest payable in kind for such period, (iii) noncash interest expense attributable to the movement of the mark-to-marketvaluation of obligations under Hedging Agreements or other derivative instruments pursuant to FASB Accounting StandardsCodification 815 and (iv) fees and expenses relating to the Transactions in an aggregate amount for all periods not to exceedUS$3,000,000.

“ Consolidated EBITDA ” means, for any period, Consolidated Net Income for such period, plus

(a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of

(i) consolidated interest expense for such period (including imputed interest expense in respect of Capital LeaseObligations),

(ii) consolidated income tax expense for such period,

(iii) all amounts attributable to depreciation and amortization for such period, including amortization of point-of-purchase display and amortization of intangible assets for such period (but excluding amortization attributable to prepaid cashitems that were paid in cash in a prior period),

(iv) any extraordinary charges for such period,

(v) non-cash charges, expenses or losses for such period, including (A) impairment charges and reserves and anyother write-down or write-off of assets, (B) non-cash fair value adjustments of Investments, (C) non-cash purchaseaccounting adjustments and (D) non-cash compensation expense, but excluding (1) any such non-cash charge, expense orloss to the extent that it represents an amortization of a prepaid cash expense that was paid and not expensed in a prior periodor write-down or write-off or reserves with respect to Accounts (including any addition to bad debt reserves or bad debtexpense) or Inventory and (2) any noncash charge, expense or loss to the extent it represents an accrual of or a reserve forcash expenditures in any future period,

(vi) any losses for such period attributable to early extinguishment of Indebtedness or obligations under any HedgingAgreement,

(vii) any unrealized losses for such period attributable to the application of “mark to market” accounting in respect ofHedging Agreements,

(viii) the cumulative effect for such period of a change in accounting principles,

(ix) net losses for such period (A) relating to mark-to-market of amounts denominated in foreign currencies resultingfrom the application of Accounting Standard Codification 830 (or any other Accounting Standards Codification or FinancialAccounting Standard having a similar result or effect) or (B) attributable to foreign currency translation,

(x) cash expenses relating to earn-outs or other contingent or deferred payments in connection with any Acquisition orother Investment permitted hereunder and any adjustments thereof and any purchase price adjustments for such period,

(xi) transaction fees and expenses incurred, or amortization thereof, during such period in connection with, to theextent permitted hereunder, any Acquisition or other Investment, any sale, transfer or other disposition (other than in theordinary course of business), any incurrence of Indebtedness, any issuance of Equity Interests or any amendments or waiversof the Loan Documents or any agreements or instruments relating to any other Indebtedness permitted hereunder, in eachcase, whether or not consummated,

(xii) any unusual or non-recurring charges for such period and any restructuring charges (including retention,severance, system establishment costs, excess pension charges, contract and lease termination costs and costs to consolidatefacilities and relocate employees) for such period, provided that the aggregate amount of all charges added back pursuant tothis clause (xii) shall not exceed 15% of Consolidated EBITDA for such period (calculated before giving effect to anyaddback pursuant to this clause (xii)), and

(xiii) expenses incurred during such period to the extent covered by indemnification provisions in any agreement inconnection with any Acquisition or any third party insurance, in each case, only to the extent (A) the Company or anySubsidiary shall have received during such period reimbursement thereof in cash pursuant to such indemnification provisionsor such insurance or (B) the Company has made a good faith determination that there exists reasonable evidence that suchreimbursement will be received by the Company or any Subsidiary within 12 months after the related amount is first addedback pursuant to this clause (xiii), provided that (x) the amounts added back pursuant to this clause (xiii) are not otherwiseincluded in Consolidated Net Income and (y) in the event any amount added back pursuant to this clause (xiii) ceases to beexpected by the Company to be received within such 12-month period, or is not received within such 12-month period, suchamount shall be deducted in the calculation of Consolidated EBITDA for the fiscal quarter (and each calculation ofConsolidated EBITDA that includes such quarter) in which it so ceases to be expected by the Company to be received or forthe fiscal quarter (and each calculation of Consolidated EBITDA that includes such quarter) including the last day of such12-month period, as applicable; minus

(b) without duplication and to the extent included in determining such Consolidated Net Income,

(i) any extraordinary, unusual or non-recurring gains or items of income for such period,

(ii) any non-cash gains or income (other than the accrual of revenue in the ordinary course) for such period, butexcluding any such items in respect of which cash was received in a prior period or will be received in a future period,

(iii) any gains for such period attributable to the early extinguishment of Indebtedness or obligations under anyHedging Agreement,

(iv) any unrealized gains for such period attributable to the application of “mark to market” accounting in respect ofHedging Agreements,

(v) the cumulative effect for such period of a change in accounting principles,

(vi) net gains for such period (A) relating to mark-to-market of amounts denominated in foreign currencies resultingfrom the application of Accounting Standard Codification 830 (or any other Accounting Standards Codification or FinancialAccounting Standard having a similar result or effect) or (B) attributable to foreign currency translation, and

(vii) any interest income for such period;

provided further that Consolidated EBITDA shall be calculated so as to exclude the effect of any gain or loss that represents after-taxgains or losses attributable to any sale, transfer or other disposition of assets by the Company or any of its consolidated Subsidiaries,other than dispositions of inventory and other dispositions in the ordinary course of business. All amounts added back in computingConsolidated EBITDA for any period pursuant to clause (a) above, and all amounts subtracted in computing Consolidated EBITDApursuant to clause (b) above, to the extent such amounts are, in the reasonable judgment of a Financial Officer of the Company,attributable to any Subsidiary that is not wholly owned by the Company, shall be reduced by the portion thereof that is attributable tothe noncontrolling interest in such Subsidiary. For purposes of calculating Consolidated EBITDA for any period, if during suchperiod the Company or any Subsidiary shall have consummated a Material Acquisition or a Material Disposition, ConsolidatedEBITDA for such period shall be calculated after giving pro forma effect thereto in accordance with Section 1.04(b).

“ Consolidated Fixed Charges ” means, for any period, the sum, without duplication, of (a) Consolidated Cash InterestExpense (net of interest income, but not below zero) for such period, (b) the aggregate amount of scheduled principal payments (itbeing understood that the end of, or conversion or continuation of, any “interest period” with respect to any Indebtedness in itselfdoes not constitute a scheduled principal payment thereof) made during such period in respect of Long-Term Indebtedness of theCompany and its consolidated Subsidiaries (other than payments made by the Company or any Subsidiary to the Company or aSubsidiary), (c) the aggregate amount of principal payments (other than scheduled principal payments, it being understood that theend of, or conversion or continuation of, any “interest period” with respect to any Indebtedness in itself does not constitute aprincipal payment thereof) made during such period in respect of Long-Term Indebtedness of the Company and its consolidatedSubsidiaries (other than payments made by the Company or a Subsidiary to the Company or a Subsidiary), to the extent that suchpayments reduced any scheduled principal payments that would have become due within one year after the date of the applicablepayment, (d) the aggregate amount of (i) principal payments on Capital Lease Obligations, determined in accordance with GAAP,and (ii) principal payments on other Indebtedness of the type described in Section 6.01(e), in each case made by the Company andthe Subsidiaries during such period, and (e) the aggregate amount of Restricted Payments made by the Company and the Subsidiariesduring such period made in reliance on clause (vi) of Section 6.08(a). For purposes of calculating Consolidated Fixed Charges forany period, if during such period the Company or any Subsidiary shall have consummated a Material Acquisition or a MaterialDisposition, Consolidated Fixed Charges for such period shall be calculated after giving pro forma effect thereto in accordance withSection 1.04(b).

“ Consolidated Net Income ” means, for any period, the net income or loss of the Company and its consolidatedSubsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a)the income of any Person (other than the Company) that is not a consolidated Subsidiary except to the extent of the amount of cashdividends or similar cash distributions actually paid by such Person to the Company, the Dutch Borrower or, subject to clauses (b)and (c) below, any other consolidated Subsidiary during such period, (b) the income of, and any amounts referred to in clause (a)above paid to, any consolidated Subsidiary (other than a Subsidiary Loan Party (other than the Hong Kong Guarantor)) to the extentthat, on the date of determination, the declaration or payment of cash dividends or similar cash distributions by such Subsidiary isnot permitted without any prior approval of any Governmental Authority that has not been obtained or is not permitted by theoperation of the terms of the organizational or constitutional documents of such Subsidiary, any agreement or other instrumentbinding upon the Company or any Subsidiary or any law applicable to the Company or any Subsidiary, unless such restrictions withrespect to the payment of cash dividends and other similar cash distributions has been legally and effectively waived, and (c) theincome or loss of, and any amounts referred to in clause (a) above paid to, any consolidated Subsidiary that is not wholly owned bythe Company to the extent such income or loss or such amounts are attributable to the noncontrolling interest in such consolidatedSubsidiary.

“ Consolidated Tangible Assets ” means, as of any date, the consolidated total assets of the Company and theconsolidated Subsidiaries (excluding therefrom any goodwill, any intangible assets and any Restricted Cash), as set forth on theconsolidated balance sheet of the Company as of the last day of the fiscal quarter of the Company most recently ended prior to suchdate for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the first such delivery, asof December 31, 2015).

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of themanagement or policies, or the dismissal or appointment of the management, of a Person, whether through the ability to exercisevoting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Control Agreement ” means, with respect to any lockbox, deposit account or securities account maintained by anyLoan Party, a control agreement in form and substance reasonably satisfactory to the Administrative Agent, duly executed anddelivered by such Loan Party and the depositary bank or the securities intermediary, as the case may be, with which such account ismaintained. It is understood that, in the case of deposit accounts located outside the United States, the customary notices to, andacknowledgements by, the depositary banks may, if in form and substance reasonably satisfactory to the Administrative Agent,constitute Control Agreements for purposes hereof.

“ Credit Party ” means the Administrative Agent, the Co-Agent, each Issuing Bank and each Lender.

“ Credit/Rebill Transaction ” means cancelation of an outstanding invoice that has not been paid and issuance of anew invoice in replacement thereof, in each case in connection with a correction of an error and not as part of a restructuring,extension or partial payment thereof.

“ Customs Broker ” means a Person that is engaged to render customs brokering, freight forwarding and otherservices in connection with the importation and storage of In-Transit Inventory.

“ Default ” means any event or condition that constitutes, or upon notice, lapse of time or both would constitute, anEvent of Default.

“ Defaulting Lender ” means any Lender that (a) has failed, within two Business Days of the date required to befunded or paid, (i) to fund any portion of its Loans, (ii) to fund any portion of its participations in Letters of Credit or ProtectiveAdvances or (iii) to pay to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i)above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faithdetermination that a condition precedent to funding (specifically identified in such writing, including, if applicable, by reference to aspecific Default) has not been satisfied, (b) has notified a Borrower or any Credit Party in writing, or has made a public statement, tothe effect that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing orpublic statement indicates that such position is based on such Lender’s good-faith determination that a condition precedent(specifically identified in such writing, including, if applicable, by reference to a specific Default) to funding a Loan cannot besatisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days afterrequest by a Credit Party made in good faith, to provide a certification in writing from an authorized officer of such Lender that itwill comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations inthen outstanding Letters of Credit and Protective Advances, provided that such Lender shall cease to be a Defaulting Lenderpursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and theAdministrative Agent, (d) has become the subject of a Bankruptcy Event or (e) has, or has a Lender Parent that has, become thesubject of a Bail-In Action.

“ Designated Pari Amount ” means, with respect to any Secured Cash Management Services Agreement or anySecured Hedging Agreement, an amount (up to the maximum possible amount of obligations of the Company and the Subsidiariesthereunder) specified by written notice from the Company and the applicable Cash Management Services Provider or the applicablecounterparty, as the case may be, to each of the Administrative Agent and the Co-Agent, which amount may be increased ordecreased by further such written notice to each of the Administrative Agent and the Co-Agent from time to time.

“ Designated Pari Cash Management Services Agreement ” means each Secured Cash Management ServicesAgreement that shall have been designated by written notice from the Company and

the applicable Cash Management Services Provider to each of the Administrative Agent and the Co-Agent as a “Designated PariCash Management Services Agreement” for all purposes hereof, including Section 2.17(b), so long as such notice specifies theDesignated Pari Amount with respect thereto and on the date of such designation (or, in the event the Designated Pari Amount withrespect thereto shall increase as contemplated by the definition of such term, on the date of effectiveness of such increase), theestablishment of a Designated Pari Cash Management Services Reserve in the amount of the Designated Pari Amount with respectthereto would not result in (a) the Aggregate Revolving Exposure exceeding the Aggregate Borrowing Base then in effect or (b) theU.S. Revolving Exposure exceeding the U.S. Borrowing Base then in effect (in each case, after giving pro forma effect to theestablishment of such Designated Pari Cash Management Services Reserve).

“ Designated Pari Cash Management Services Reserve ” means, with respect to any Designated Pari CashManagement Services Agreement, the reserve that the Administrative Agent from time to time establishes in its Permitted CreditJudgment as being reasonably appropriate to reflect the aggregate amount of obligations in respect of such Designated Pari CashManagement Services Agreement (or such greater amount as may from time to time be specified to the Administrative Agent inwriting by the Co-Agent for such purpose in its Permitted Credit Judgment). Without limiting the Administrative Agent’s or the Co-Agent’s Permitted Credit Judgment, a Designated Pari Cash Management Services Reserve at any time may be established byreference to the amount of such obligations set forth in most recent Borrowing Base Certificate delivered to each of theAdministrative Agent and the Co-Agent pursuant to Section 5.01(e) or information provided to the Administrative Agent or the Co-Agent pursuant to Section 2.21.

“ Designated Pari Hedging Agreement ” means each Secured Hedging Agreement that shall have been designated bywritten notice from the Company and the applicable counterparty to each of the Administrative Agent and the Co-Agent as a“Designated Pari Hedging Agreement” for all purposes hereof, including Section 2.17(b), so long as such notice specifies theDesignated Pari Amount with respect thereto and on the date of such designation (or, in the event the Designated Pari Amount withrespect thereto shall increase as contemplated by the definition of such term, on the date of effectiveness of such increase), theestablishment of a Designated Pari Hedge Reserve in the amount of the Designated Pari Amount with respect thereto would notresult in (a) the Aggregate Revolving Exposure exceeding the Aggregate Borrowing Base then in effect or (b) the U.S. RevolvingExposure exceeding the U.S. Borrowing Base then in effect (in each case, after giving pro forma effect to the establishment of suchDesignated Pari Hedge Reserve).

“ Designated Pari Hedge Reserve ” means, with respect to any Designated Pari Hedging Agreement, the reserve thatthe Administrative Agent from time to time establishes in its Permitted Credit Judgment as being reasonably appropriate to reflectthe aggregate amount of obligations in respect of such Designated Pari Hedging Agreement (or such greater amount as may fromtime to time be specified to the Administrative Agent in writing by the Co-Agent for such purpose in its Permitted Credit Judgment).Without limiting the Administrative Agent’s or the Co-Agent’s Permitted Credit Judgment, a Designated Pari Hedge Reserve at anytime may be established by reference to the amount of such obligations set forth in most recent Borrowing Base Certificate deliveredto each of the Administrative Agent and the Co-Agent pursuant to Section 5.01(e) or information provided to the AdministrativeAgent or the Co-Agent pursuant to Section 2.21.

“ Designated Pari Obligations Reserve ” means the Designated Pari Cash Management Services Reserve or theDesignated Pari Hedge Reserve, or a combination thereof (as the context requires).

“ Designated Subsidiary ” means (a) the Dutch Borrower and (b) each other Subsidiary other than, in the case of thisclause (b), any Subsidiary that is not a Material Subsidiary; provided that (i) no Chinese Subsidiary shall constitute a DesignatedSubsidiary and (ii) the Company may, in its discretion,

designate any Subsidiary as a “Designated Subsidiary” notwithstanding that such Subsidiary is not a Material Subsidiary at the timethereof, provided , in the case of this clause (ii), that such Subsidiary is not subject to any law (including any financial assistancerule) materially impeding the ability of such Subsidiary to Guarantee the Secured Obligations (or, in the case of any Non-U.S.Subsidiary, the Secured Obligations of the Dutch Borrower and any other Subsidiary that is a CFC or a CFC Holding Company) ascontemplated by the Guarantee Agreement (without giving effect to any limitations on such Guarantee relating to law that is set forthin the Guarantee Agreement).

“ Dilution Factors ” means, without duplication, for any period, the aggregate amount of all deductions, credit memos,discounts, returns, rebates, price protection credits, adjustments, marketing and other allowances, bad debt write-offs and other non-cash credits that are recorded to reduce accounts receivable in a manner consistent with current and historical accounting practices ofthe applicable Loan Parties; provided that any credits issued in any Credit/Rebill Transaction shall be disregarded for purposes ofdetermining the Dilution Factors except to the extent the amount of the rebilled invoice is less than the amount of the originalinvoice.

“ Dilution Ratio ” means, at any time, (a) the ratio (expressed as a percentage) equal to (i) the aggregate amount of theapplicable Dilution Factors for the six most recently ended fiscal months divided by (ii) total gross invoiced amount (withoutduplication for Credit/Rebill Transactions) for the six most recently ended fiscal months of the applicable Loan Parties less (b) 5%;provided that if, at any time, the Dilution Ratio is less than 0%, the Dilution Reserve at such time shall be deemed to be zero.

“ Dilution Reserve ” means, at any time, (a) with respect to the U.S. Borrowing Base, the applicable Dilution Ratiomultiplied by the Eligible Accounts at such time included in the U.S. Borrowing Base and (b) with respect to the Non-U.S.Borrowing Base, the applicable Dilution Ratio multiplied by the Eligible Accounts at such time included in the Non-U.S. BorrowingBase.

“ Disqualified Equity Interest ” means, with respect to any Person, any Equity Interest in such Person that by its terms(or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of theholder thereof), or upon the happening of any event or condition:

(a) matures or is mandatorily redeemable (other than solely for Equity Interests in such Person that do not constituteDisqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fundobligation or otherwise;

(b) is convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or EquityInterests (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash inlieu of fractional shares of such Equity Interests); or

(c) is redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified EquityInterests and cash in lieu of fractional shares of such Equity Interests) or is required to be repurchased by the Company or anySubsidiary, in either case, in whole or in part, at the option of the holder thereof;

in each case, on or prior to the date 180 days after the Maturity Date; provided that (i) an Equity Interest in any Person that wouldnot constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem orpurchase such Equity Interest upon the occurrence of an “asset sale” or a “change of control” (or similar event, howeverdenominated) shall not constitute a Disqualified

Equity Interest if any such requirement becomes operative only after repayment in full of all the Loans and all other Loan DocumentObligations that are accrued and payable, the cancellation or expiration of all Letters of Credit and the termination or expiration ofall the Commitments and (ii) an Equity Interest in any Person that is issued to any employee or to any plan for the benefit ofemployees or by any such plan to such employees shall not constitute a Disqualified Equity Interest solely because it may berequired to be repurchased by such Person or any of its subsidiaries in order to satisfy applicable statutory or regulatory obligationsor as a result of such employee’s termination, death or disability.

“ Document of Title ” has the meaning set forth in Article 1 of the New York UCC.

“ Documentation Agent ” means Barclays Bank PLC, in its capacity as the documentation agent for the credit facilityestablished hereunder.

“ Dutch Borrower ” means GoPro Coöperatief U.A., a Dutch cooperative with excluded liability, having its statutoryseat in Amsterdam, the Netherlands and registered with the trade register in the Netherlands under number 61391743.

“ Dutch Borrower Collection Account ” means (a) each deposit account identified on Schedule 1.01, (b) after theestablishment thereof, the Dutch Borrower U.K. Deposit Account and/or (c) any other deposit account agreed by the Dutch Borrowerand the Administrative Agent to be a “Dutch Borrower Collection Account” for purposes hereof.

“ Dutch Borrower U.K. Deposit Account ” means any deposit account of the Dutch Borrower located with adepositary bank in the United Kingdom that is agreed by the Dutch Borrower and the Administrative Agent to be a “Dutch BorrowerU.K. Deposit Account” for purposes hereof.

“ Dutch Security Agreements ” means (a) the Security Agreement, dated the date hereof, made between the DutchBorrower and the Administrative Agent, and (b) the Security Agreement, dated the date hereof, among the Cayman Guarantor, theHong Kong Guarantor, the Dutch Borrower and the Administrative Agent.

“ Dutch Supplemental Security Agreement ” means a supplemental security agreement substantially in the formspecified in the Dutch Security Agreement referred to in clause (a) of the definition of such term.

“ Effective Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived inaccordance with Section 9.02).

“ Electronic Signature ” means an electronic sound, symbol or process attached to, or associated with, a contract orother record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“ Eligible Accounts ” means, with respect to any U.S. Loan Party or the Dutch Borrower, each Account owned by itand in which it has good and marketable title and that was created in the ordinary course of its business arising out of its sale ofGoods or rendition of services; provided that Eligible Accounts shall not include the following:

(a) any Account (i) with respect to which the scheduled due date is more than 60 days after the date of the originalinvoice therefor (determined without giving effect to any change in the invoice date as a result of any Credit/RebillTransaction) or (ii) that is unpaid more than 90 days after the date

of the original invoice therefor (determined without giving effect to any change in the invoice date as a result of anyCredit/Rebill Transaction) or more than 60 days after the original due date therefor (determined without giving effect to anychange in the due date as a result of any Credit/Rebill Transaction) (in determining the aggregate amount from the sameAccount Debtor that is unpaid hereunder there shall be excluded the amount of any net credit balances relating to Accountsdue from such Account Debtor which are unpaid more than 90 days after the date of the original invoice therefor or morethan 60 days after the original due date therefor);

(b) Accounts owing by an Account Debtor where 50% or more of all Accounts owed by such Account Debtor and itsAffiliates are deemed ineligible under clause (a) above;

(c) Accounts with respect to which the Account Debtor is the Company, any Subsidiary or any other Affiliate thereofor an employee, officer or director of the Company, any Subsidiary or any other Affiliate thereof;

(d) Accounts with respect to which the Account Debtor is organized or maintains its chief executive office in ajurisdiction other than an Eligible Accounts Jurisdiction, except to the extent (i) such Account is supported by an irrevocableletter of credit satisfactory to each of the Administrative Agent and the Co-Agent in its Permitted Credit Judgment (as toform, substance and issuer or domestic confirming bank) that has been delivered to the Administrative Agent and is directlydrawable by the Administrative Agent or (ii) such Account is covered by credit insurance in form and substance, and by aninsurer, satisfactory to each of the Administrative Agent and the Co-Agent in its Permitted Credit Judgment (it beingunderstood that any deductible thereunder shall reduce the amount of such Account that is otherwise eligible under thisclause);

(e) Accounts with respect to which the Account Debtor is either (i) the government of the United States of America orany department, agency, public corporation or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940,as amended (31 U.S.C. § 3727 et seq . and 41 U.S.C. § 15 et seq .), and any other steps necessary to perfect the Lien of theAdministrative Agent in such Account have been complied with to the satisfaction of each of the Administrative Agent andthe Co-Agent in its Permitted Credit Judgment, (ii) any State of the United States of America or the District of Columbia or(iii) any other Governmental Authority not referred to in clause (i) or (ii) above;

(f) (i) Accounts owing by an Account Debtor that has (or is a wholly owned subsidiary of a Person that has) acorporate rating (however denominated) of BBB- or better by S&P or Baa3 or better by Moody’s to the extent the aggregateamount of Eligible Accounts owing by such Account Debtor and its Affiliates to the U.S. Loan Parties and the DutchBorrower, taken as a whole, exceeds 25% of the aggregate amount of all Eligible Accounts of the U.S. Loan Parties and theDutch Borrower, taken as a whole, or (ii) Accounts owing by an Account Debtor that does not have (and that is not a whollyowned subsidiary of a Person that has) a corporate rating (however denominated) of BBB- or better by S&P or Baa3 or betterby Moody’s (including any Account Debtor that does not (and the parent company of which does not) have a corporate ratingby such rating agencies) to the extent the aggregate amount of Accounts owing by such Account Debtor and its Affiliates tothe U.S. Loan Parties and the Dutch Borrower, taken as a whole, exceeds 15% of the aggregate amount of all EligibleAccounts of the U.S. Loan Parties and the Dutch Borrower, taken as a whole (but, in each case under clauses (i) and (ii)above, only to the extent of such excess, it being agreed that, in the case of any Account Debtor and its Affiliates that oweAccounts to both the U.S. Loan Parties and the Dutch

Borrower, such excess shall first be allocated to the Accounts owed to the Dutch Borrower before being allocated to theAccounts owed to the U.S. Loan Parties);

(g) Accounts with respect to which the Account Debtor has (i) applied for, suffered or consented to the appointmentof any receiver, interim receiver, receiver and manager, custodian, trustee, monitor, administrator, sequestrator or liquidatorof its assets or the equivalent of any of the foregoing in any applicable jurisdiction, (ii) has had possession of all or a materialpart of its assets taken by any receiver, interim receiver, receiver and manager, custodian, trustee, monitor, administrator,sequestrator or liquidator or the equivalent of any of the foregoing in any applicable jurisdiction, (iii) filed, or had filedagainst it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt,winding-up or voluntary or involuntary case under any Federal, state or foreign bankruptcy, insolvency, receivership orsimilar laws, (iv) has admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) becomeinsolvent or (vi) ceased operation of its business; provided, in the case of clauses (i), (ii) and (iii), that such appointment,procedure or other specified process is continuing;

(h) Accounts with respect to which the Account Debtor has sold all or substantially all of its assets;

(i) Accounts with respect to which any check or other instrument of payment has been returned uncollected for anyreason;

(j) Accounts that are owed by an Account Debtor located in any jurisdiction which requires filing of a “Notice ofBusiness Activities Report” or other similar report in order to permit the applicable Loan Party to seek judicial enforcementin such jurisdiction of payment of such Accounts, unless such Loan Party has filed such report or qualified to do business insuch jurisdiction or, under the laws of such jurisdiction, is able to file such report or qualify to do business without materialpenalties or court or other third party approvals, and such filing or qualification reinstates its access to seek judicialenforcement in such jurisdiction of payment of such Accounts;

(k) Accounts with respect to which the Account Debtor is a Sanctioned Person;

(l) Accounts with respect to which the Account Debtor or any Affiliate thereof (i) is a supplier, vendor or othercreditor of the Company or any Subsidiary and has or has asserted a right of setoff, counterclaim, deduction or defense(unless, in each case, no-offset letters satisfactory to each of the Administrative Agent and the Co-Agent, in its PermittedCredit Judgment, are provided) or (ii) has disputed its obligation to pay all or any portion of such Account, in each case to theextent of such claim, right of setoff, counterclaim, deduction, defense or dispute;

(m) Accounts with respect to which any Loan Party has made any agreement with the Account Debtor for anyreduction thereof, other than discounts and adjustments given in the ordinary course of business, and Accounts that werepartially paid and any Loan Party created a new receivable for the unpaid portion of such Accounts;

(n) Accounts representing credit card sales, cash on delivery sales and cash deposit sales;

(o) Accounts that are payable in any currency other than (i) in the case of any U.S. Loan Party, U.S. dollars orCanadian dollars and (ii) in the case of the Dutch Borrower, U.S. dollars, Australian dollars, Euros, Pounds Sterling andSwiss Francs; provided that if an Account is owed in any currency other than U.S. dollars and a Loan Party has recorded aforeign exchange revaluation accrual with

respect to such Account, then an amount equal to such foreign exchange revaluation accrual shall be ineligible;

(p) Accounts that are not subject to a valid and perfected first priority Lien in favor of the Administrative Agent, orthat are subject to any Lien other than a Lien in favor of the Administrative Agent (other than any Permitted Encumbrancethat does not have priority over the Lien in favor of the Administrative Agent);

(q) (i) Accounts that have not been invoiced to the applicable Account Debtor, (ii) Accounts that have been invoicedmore than once (other than pursuant to a Credit/Rebill Transaction) and (iii) except as otherwise determined by each of theAdministrative Agent and the Co-Agent in its Permitted Credit Judgment, that portion of Accounts which has beenrestructured, extended or, other than pursuant to a Credit/Rebill Transaction, amended or otherwise modified;

(r) Accounts that (i) consist of progress billings or are otherwise contingent upon any Loan Party’s completion of anyfurther performance, (ii) consist of retainage invoices or (iii) are subject to any security, deposit, prepayment or similaradvance made by or for the benefit of the applicable Account Debtor (but only to the extent thereof);

(s) Accounts that (i) do not arise from the sale of Goods or performance of services in the ordinary course of businessor (ii) relate to payments of interest;

(t) Accounts where the Goods giving rise to such Account have not been delivered to (or have been delivered but titlehas not passed (FOB destination)), or accepted by, the applicable Account Debtor or for which the services giving rise tosuch Account have not been performed by the applicable Loan Party and accepted by the applicable Account Debtor, or suchAccounts otherwise do not represent a final sale by the applicable Loan Party in the ordinary course of business;

(u) Accounts that represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignmentor any other repurchase or return basis;

(v) Accounts that are evidenced by any promissory note, chattel paper, bill of exchange or instrument;

(w) Accounts with respect to which any covenant, representation or warranty contained in this Agreement or in anySecurity Document has been breached or is not true;

(x) Accounts that do not comply in all material respects with the requirements of all applicable laws, including theFederal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board of Governors;

(y) Accounts for Goods that have been sold under a purchase order or pursuant to the terms of a contract or otheragreement or understanding (written or oral) that indicates or purports that any Person other than the applicable Loan Partyhas an ownership interest in such Goods, or which indicates any party other than the applicable Loan Party as payee orremittance party;

(z) Accounts as to which the contract or agreement underlying such Account is governed by (or, if no law isexpressed therein, is deemed to be governed by) the laws of any jurisdiction other than (i) in the case of any U.S. Loan Party,the United States of America or Canada and (ii) in the case of the Dutch Borrower, any Eligible Accounts Jurisdiction;

(aa) in the case of the Dutch Borrower, any Account that is subject to any limitation on assignment (whether arisingby operation of law, by agreement or otherwise) that would, under the laws of the jurisdiction governing (or, if no law isexpressed therein, deemed to be governing) the contract or agreement underlying such Account have the effect of restrictingthe assignment of such Account for or by way of security or the creation of a Lien thereon, in each case unless (i) prior to therelevant date of determination, written notice of the existence of such limitation shall have been provided by the Company toeach of the Administrative Agent and the Co-Agent and (ii) each of the Administrative Agent and the Co-Agent hasdetermined in its Permitted Credit Judgment that such limitation is not enforceable;

(bb) any Account that is subject to extended retention of title arrangements with respect to any part of the Goodsgiving rise to such Account or any similar arrangements under any applicable law to the extent of a claim that validlysurvives under applicable law or contract and can effectively be enforced pursuant to such extended title retention or similararrangements;

(cc) Accounts owing by Best Buy or any of its Affiliates unless the Best Buy Factoring Facility has been terminatedand each of the Administrative Agent and the Co-Agent shall have received reasonably satisfactory evidence thereof; and

(dd) Accounts that were acquired by the Company or any Subsidiary in (or are owned by any U.S. Loan Party thatbecame a Subsidiary as a result of) any Acquisition consummated after the Effective Date, unless a field examination thereofhas been conducted pursuant to Section 5.09(b) (which field examination may be conducted prior to the closing of suchAcquisition, with the Administrative Agent agreeing that, reasonably promptly upon request of the Company (and subject toreasonable cooperation by the Company and the Subsidiaries and the relevant sellers), the Administrative Agent shallcommence or cause to be commenced such field examination); provided that Accounts shall not be made ineligible under thisclause (dd) so long as the increase in the Aggregate Borrowing Base in effect at any time attributable to such Accounts (to theextent otherwise constituting Eligible Accounts) and to any Inventory that is not treated as ineligible in reliance on theproviso in clause (t) of the definition of “Eligible Inventory” (to the extent otherwise constituting Eligible Inventory orEligible In-Transit Inventory) would not exceed 10% of the Aggregate Borrowing Base that would have been in effect atsuch time had the ineligibility criteria set forth in this clause (dd) applied to such Accounts and the ineligibility criteria setforth in such clause (t) applied to such Inventory; provided further that the Company shall have given prior written notice toeach of the Administrative Agent and the Co-Agent of its reliance on the foregoing proviso, together with a reasonablydetailed calculation of the compliance therewith.

In determining the amount of an Eligible Account, the face amount of an Account shall be reduced by, withoutduplication (including as to any such accrued items that are determined by the Administrative Agent to instead be reflected in theDilution Ratio), to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, warranty claims,rebates, returns, credits or credits pending, promotional program allowances, price adjustments, finance charges, service charges orother allowances (including any amount that any U.S. Loan Party or the Dutch Borrower may be obligated to rebate to an AccountDebtor pursuant to the terms of any agreement or understanding (written or oral)), (ii) the amount of all sales taxes, excise taxes andVAT payable by any U.S. Loan Party or the Dutch Borrower and (iii) the aggregate amount of all cash received in respect of suchAccount but not yet applied by the applicable Loan Party to reduce the amount of such Account.

“ Eligible Accounts Jurisdiction ” means (a) with respect to the U.S. Loan Parties, the United States of America andCanada and (b) with respect to the Dutch Borrower, any of Australia, Austria, Belgium, Canada, Denmark, England and Wales,Finland, France, Germany, Ireland, Italy, Luxembourg, The Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and theUnited States of America.

“ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any otherPerson, other than, in each case, a natural person or the Company, any Subsidiary or any other Affiliate of the Company.

“ Eligible In-Transit Inventory ” means, on any date, any In-Transit Inventory of any U.S. Loan Party or the DutchBorrower that on such date would constitute Eligible Inventory, disregarding for purposes of the foregoing the ineligible criteria setforth in clauses (a) (but subject to the requirements of clause (a) below), (c), (e), (h) (only if such Inventory has not yet beendelivered to a location in an Eligible Inventory Jurisdiction) and (i) of the definition of the term “Eligible Inventory”; provided that:

(a) under the terms of sale applicable to such Inventory, title and risk of loss with respect to such Inventory shall havepassed from the applicable Inventory Vendor to, and such Inventory shall be owned by, the applicable Loan Party (or to andby the Administrative Agent solely on account of a Bill of Lading or other Document of Title covering such Inventory havingbeen duly negotiated to, or otherwise being held by, the Administrative Agent (or any appointed agent thereof));

(b) (i) the applicable Loan Party shall have paid the applicable Inventory Vendor in full for such Inventory, (ii) underthe terms of sale applicable to such Inventory, no payment shall be due by the Company or any Subsidiary to the applicableInventory Vendor with respect to such Inventory until after the date reasonably expected to be the date on which suchInventory is physically delivered to the applicable Loan Party (and the applicable Inventory Vendor not having any “stoppagein-transit” or similar rights with respect to such Inventory under applicable law) or (iii) the applicable Loan Party’s paymentobligations to the applicable Inventory Vendor with respect to such Inventory shall be covered in full by a Letter of Creditand such Inventory and all related documents shall be in compliance with the terms of such Letter of Credit;

(c) such Inventory shall be fully insured, to the extent of at least 100% of its cost, by marine or air cargo or othercasualty insurance maintained by the applicable Loan Party, in such amounts, with such insurance companies, subject to suchdeductibles and against such risks (including war and terrorism risks) as are satisfactory to each of the Administrative Agentand the Co-Agent in its Permitted Credit Judgment and in respect of which the Administrative Agent has been named as alender loss payee pursuant to a lender loss payee endorsement acceptable to the Administrative Agent;

(d) if the applicable Loan Party’s rights with respect thereto are evidenced by a Bill of Lading or other Document ofTitle, such Bill of Lading or Document of Title either (i) is non-negotiable or (ii) has been delivered to the AdministrativeAgent (or any appointed agent thereof);

(e) the common carrier or other third party carrier is not an Affiliate of the Company or of the applicable InventoryVendor; and

(f) the Customs Broker for such Inventory is not an Affiliate of the Company.

“ Eligible Inventory ” means, with respect to any U.S. Loan Party or the Dutch Borrower, Inventory in the form offinished goods, bulk inventory and components that is owned by it and is of the type

held for sale in the ordinary course of its business; provided that Eligible Inventory shall not include any Inventory if:

(a) the applicable Loan Party does not have good, valid and marketable title to such Inventory, or any Person otherthan the applicable Loan Party shall have any direct or indirect ownership or title to such Inventory; provided that anyInventory shall not be deemed ineligible under this clause (a) solely on account of any retention of title, extended retention oftitle or broadened retention of title arrangements with respect thereto, in each case, if such Inventory is not deemed ineligibleon account of such arrangements under clause (s) below;

(b) the applicable Loan Party does not have actual and exclusive possession of such Inventory (either directly orthrough a bailee or agent of the applicable Loan Party);

(c) such Inventory is not located in an Eligible Inventory Jurisdiction at one of the locations set forth on Schedule5.11 (or at any location with respect to which written notice is not yet required to be delivered to each of the AdministrativeAgent and the Co-Agent pursuant to Section 5.11);

(d) such Inventory is located at a location holding less than US$150,000 of the aggregate value of the U.S. LoanParties’ and the Dutch Borrower’s Inventory;

(e) such Inventory is in transit to or from a location of the applicable Loan Party (other than any Inventory of the U.S.Loan Parties in transit within the United States of America);

(f) such Inventory is located on real property leased by a U.S. Loan Party or the Dutch Borrower or in a third partywarehouse, fulfillment center or distribution center or is otherwise in the possession of a bailee, in each case, unless (i) (A)the applicable landlord, warehouser or other bailee has executed and delivered to the Administrative Agent a CollateralAccess Agreement with respect to such location or Inventory or (B) the Administrative Agent has established a Rent Reserveand (ii) such Inventory is segregated or otherwise separately identifiable from Goods of others, if any, at such location;

(g) such Inventory is on consignment from any consignor or is on consignment to any consignee;

(h) such Inventory is the subject of a warehouse receipt, a Bill of Lading or other Document of Title, unless suchwarehouse receipt, Bill of Lading or other Document of Title either (i) is non-negotiable or (ii) has been delivered to theAdministrative Agent (or any appointed agent thereof);

(i) such Inventory is not subject to a valid and perfected first priority Lien in favor of the Administrative Agent, or issubject to any Lien other than a Lien in favor of the Administrative Agent (other than (i) any Permitted Encumbrance thatdoes not have priority over the Lien in favor of the Administrative Agent, (ii) in the case of Inventory referred to in clause (f)above, the Lien thereon of the landlord, warehouser or other bailee, as the case may be, if a Rent Reserve has beenestablished with respect to such Inventory or (iii) in the case of Inventory referred to in clause (s) below, the retention of titlearrangements referred to in such clause but only to the extent such Inventory is not excluded from Eligible Inventory undersuch clause);

(j) such Inventory consists of supplies (other than, for the avoidance of doubt, component and bulk inventory) used orconsumed in a U.S. Loan Party’s or the Dutch Borrower’s business or Goods that constitute spare parts, maintenance parts,tooling, packaging and shipping materials, display items, prototype or sample inventory or customer supplied parts orInventory;

(k) such Inventory consists of Goods returned or rejected by the customers of the Company or any Subsidiary;

(l) such Inventory consists of Goods that are damaged, defective, obsolete, excess (determined on the basis consistentwith the historical accounting practices of the Loan Parties so long as such basis has not been objected to by theAdministrative Agent or the Co-Agent in its Permitted Credit Judgment), “seconds” or otherwise unsalable;

(m) such Inventory is Inventory that the Company or any Subsidiary has returned, has attempted to return, is in theprocess of returning or intends to return to the vendor of such Inventory;

(n) such Inventory consists of Goods that do not conform in all material respects to all standards imposed by anyapplicable Governmental Authority;

(o) such Inventory consists of Goods that are bill and hold Goods;

(p) such Inventory contains or bears any Intellectual Property rights of any Person other than the applicable LoanParty (including any Intellectual Property licensed to the Company or any Subsidiary), unless the Administrative Agent maysell or otherwise dispose of such Inventory without (i) infringing the rights of such other Person, (ii) violating any contractwith such licensor or (iii) incurring any liability with respect to payment of royalties, other than royalties that would beincurred as a result of sale of such Inventory if such Inventory were sold by the applicable Loan Party (it being understoodthat the Administrative Agent may establish (or the Co-Agent may request in writing the establishment of) a Reserve withrespect thereto in its Permitted Credit Judgment);

(q) any covenant, representation or warranty contained in this Agreement or any Security Document has beenbreached or is not true with respect to such Inventory;

(r) reclamation rights have been asserted by the seller with respect to such Inventory;

(s) in the case of any Inventory of any U.S. Loan Party located outside of the United States of America or anyInventory of the Dutch Borrower, for which any contract or agreement relating to such Inventory expressly includes (i)retention of title arrangements, (ii) extended retention of title arrangements or (iii) broadened retention of title arrangementsin favor of the vendor or supplier thereof; provided that Inventory shall not be excluded from Eligible Inventory solelypursuant to this clause (s) in the event that, prior to the relevant date of determination, written notice of the existence of sucharrangements shall have been provided by the Company to each of the Administrative Agent and the Co-Agent and theAdministrative Agent has established (or the Co-Agent has requested in writing the establishment of) a Reserve with respectthereto in its Permitted Credit Judgment; or

(t) such Inventory was acquired by the Company or any Subsidiary in (or is owned by any U.S. Loan Party thatbecame a Subsidiary as a result of) any Acquisition consummated after the Effective Date, unless a field examination andappraisal thereof has been conducted pursuant to Section 5.09(b) (which appraisal and field examination may be conductedprior to the closing of such Acquisition, with the Administrative Agent agreeing that, reasonably promptly upon request ofthe Company (and subject to reasonable cooperation by the Company and the Subsidiaries and the relevant sellers), theAdministrative Agent shall commence or cause to be commenced such appraisal and field examination); provided thatInventory shall not be made ineligible under this clause (t) so long as the increase in the Aggregate Borrowing Base in effectat any time attributable to such Inventory (to the extent otherwise constituting Eligible Inventory or Eligible In-TransitInventory) and to any Accounts

that are not treated as ineligible in reliance on the proviso in clause (dd) of the definition of “Eligible Accounts” (to the extentotherwise constituting Eligible Accounts) would not exceed 10% of the Aggregate Borrowing Base that would have been ineffect at such time had the ineligibility criteria set forth in this clause (t) applied to such Inventory and the ineligibility criteriaset forth in such clause (dd) applied to such Accounts; provided further that the Company shall have given prior writtennotice to each of the Administrative Agent and the Co-Agent of its reliance on the foregoing proviso, together with areasonably detailed calculation of the compliance therewith.

“ Eligible Inventory Jurisdiction ” means (a) solely with respect to Inventory owned by any U.S. Loan Party, theUnited States of America, (b) solely with respect to Inventory owned by the Dutch Borrower or the Company, Hong Kong or(c) solely with respect to Inventory owned by the Dutch Borrower, The Netherlands.

“ Engagement Letter ” means the Engagement Letter dated February 25, 2016, between the Company and JPMorganChase Bank, N.A.

“ Environmental Laws ” means all rules, regulations, codes, ordinances, judgments, orders, decrees, directives andlaws (including the common law), and all injunctions, notices or binding agreements, issued, promulgated or entered into by or withany Governmental Authority and relating in any way to the environment, the preservation or reclamation of natural resources, themanagement, Release or threatened Release of any hazardous or toxic substances, materials or wastes or to health or safety mattersarising from exposure to such hazardous or toxic substances, materials or wastes.

“ Environmental Liability ” means any liability, obligation, loss, claim, action, order or cost, contingent or otherwise(including for damages, costs of environmental remediation or monitoring, fines, penalties, consultants’ or attorneys’ fees andindemnities), directly or indirectly resulting from or based upon (a) non-compliance with any Environmental Law or anyGovernmental Approval required thereunder, (b) the generation, use, handling, transportation, storage, treatment or disposal of anyHazardous Materials, (c) exposure to any Hazardous Materials, (d) the presence, Release or threatened Release of any HazardousMaterials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed withrespect to any of the foregoing.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests, beneficial interests orother ownership interests, whether voting or nonvoting, in, or interests in the income or profits of, a Person, and any warrants,options or other rights entitling the holder thereof to purchase or acquire any of the foregoing (other than, prior to the date of suchconversion, Indebtedness that is convertible into any such Equity Interests). For the avoidance of doubt, Permitted Convertible Notesand Permitted Call Spread Hedging Agreements do not constitute Equity Interests in the Company.

“ ERISA ” means the Employee Retirement Income Security Act of 1974.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the Company or anySubsidiary, is treated as a single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 302 ofERISA and Section 412 of the Code, is treated as a single employer under Section 414(m) or 414(o) of the Code.

“ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issuedthereunder with respect to a Plan (other than an event for which the 30‑day notice period is waived), (b) any failure by any Plan tosatisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to suchPlan, in each case whether or not

waived, (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of theminimum funding standard with respect to any Plan, (d) a determination that any Plan is, or is expected to be, in “at-risk” status (asdefined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code), (e) the incurrence by the Company or any of its ERISAAffiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, (f) the receipt by the Company or anyof its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans orto appoint a trustee to administer any Plan, (g) the incurrence by the Company or any of its ERISA Affiliates of any liability withrespect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan, or (h) the receipt by Company or any of itsERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the Company or any of its ERISA Affiliates of anynotice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be,insolvent within the meaning of Title IV of ERISA or in endangered or critical status, within the meaning of Section 432 of the Codeor Section 305 of ERISA.

“ Eurocurrency ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loanscomprising such Borrowing, bear interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Events of Default ” has the meaning set forth in Article VII.

“ Excess Availability ” means, at any time, an amount equal to (a) the lesser of (i) the Aggregate Commitment ineffect at such time and (ii) the Aggregate Borrowing Base in effect at such time minus (b) the Aggregate Revolving Exposure at suchtime.

“ Exchange Act ” means the United States Securities Exchange Act of 1934.

“ Excluded Deposit Accounts ” means (a) any deposit account the funds in which are used solely for the payment ofsalaries and wages, workers’ compensation and similar expenses (including payroll taxes) in the ordinary course of business, (b) anydeposit account that is a zero-balance disbursement account, (c) any deposit account the funds in which consist solely of (i) fundsheld by the Company or any Subsidiary in trust for any director, officer or employee of the Company or any Subsidiary or anyemployee benefit plan maintained by the Company or any Subsidiary or (ii) funds representing deferred compensation for thedirectors and employees of the Company and the Subsidiaries, (d) any deposit account the funds in which consist solely of cashearnest money deposits or funds deposited under escrow or similar arrangements in connection with any letter of intent or purchaseagreement for an Acquisition or any other transaction permitted hereunder and (e) deposit accounts the aggregate daily balance inwhich does not at any time after the Effective Date exceed, when taken together with the aggregate daily balance credited tosecurities accounts excluded under clause (c) of the definition of “Excluded Securities Accounts”, US$3,000,000 for all suchaccounts.

“ Excluded Property ” means (a) any fee owned real property or any leasehold interests in any real property, (b) anymotor vehicles and other assets subject to certificates of title, except to the extent perfection of a security interest therein may beaccomplished by the filing of a Uniform Commercial Code financing statements or an equivalent thereof in appropriate form in theapplicable jurisdiction, (c) any commercial tort claims that have value less than US$1,000,000, (d) Excluded Deposit Accounts, (e)Excluded Securities Accounts, (f) (i) any assets to the extent a security interest may not be granted in such assets as a matter ofapplicable law and (ii) any lease, license, contract or agreement or any rights or interests thereunder if and for so long as the grant ofa security interest therein would (A) constitute or result in (1) the unenforceability of any right, title or interest of the applicable LoanParty in or (2) a breach or termination pursuant to the terms of, or a default under, such lease, license, contract or agreement (otherthan to the extent that any such law or term would be rendered ineffective pursuant to the anti-non assignment provisions of

the Uniform Commercial Code or other applicable law) or (B) require a Governmental Approval (after giving effect to the anti-nonassignment provisions of the Uniform Commercial Code or other applicable law), provided that the exclusion in this clause (f) shallnot apply to (x) any Intercompany Inventory Title Transfer Agreements or any other leases, licenses, contracts or agreementsbetween or among the Company or any Subsidiary or (y) any Accounts (or any leases, licenses, contracts or agreements under whichsuch Accounts arose) which are included in the Aggregate Borrowing Base (or any component thereof) (or reported to be included inthe Aggregate Borrowing Base (or any component thereof) in any Borrowing Base Certificate or other calculation of the AggregateBorrowing Base (or any component thereof) delivered by the Company or the Dutch Borrower hereunder, (g) any governmentallicenses or state or local franchises, charters and authorizations if and for so long as the grant of a security interest therein isprohibited or restricted thereby (other than to the extent that such restriction or prohibition would be rendered ineffective pursuant tothe anti-non assignment provisions of the Uniform Commercial Code or other applicable law), (h) any intent−to−use trademarkapplication prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, but only to the extent thatthe grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application underapplicable United States Federal law, (i) letter of credit rights, except to the extent constituting a support obligation of otherCollateral that is otherwise perfected pursuant to the terms of the Security Documents, and (j) Equity Interests in any Person that isnot a wholly owned Subsidiary of a Loan Party to the extent a pledge thereof is not permitted by the terms of such Person’sorganizational, constitutional or joint venture documents without the consent of one or more Persons (other than the Company or anySubsidiary) (other than to the extent that such requirement of consent would be rendered ineffective pursuant to the anti-nonassignment provisions of the Uniform Commercial Code or other applicable law); provided that “Excluded Property” shall notinclude (i) any proceeds or products of any of the foregoing (unless such proceeds or products themselves would constitute assetsdescribed in clauses (a) through (j) above) and (ii) any Account or Inventory that at any time is included in the Aggregate BorrowingBase (or any component thereof) (or reported to be included in the Aggregate Borrowing Base (or any component thereof) in anyBorrowing Base Certificate or other calculation of the Aggregate Borrowing Base (or any component thereof) delivered by theCompany or the Dutch Borrower hereunder).

“ Excluded Securities Accounts ” means any securities account the securities entitlements in which consist solely of(a) securities entitlements held by the Company or any Subsidiary in trust for any director, officer or employee of the Company orany Subsidiary or any employee benefit plan maintained by the Company or any Subsidiary, (b) securities entitlements representingdeferred compensation for the directors and employees of the Company and the Subsidiaries and (c) securities accounts theaggregate daily balance credited to which does not at any time after the Effective Date exceed, when taken together with theaggregate daily balance in deposit accounts excluded under clause (e) of the definition of “Excluded Deposit Accounts”,US$3,000,000 for all such accounts.

“ Excluded Swap Obligations ” has the meaning set forth in Section 9.19.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to bewithheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated),franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of,or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax(or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholdingTaxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan orCommitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment(other than pursuant to an assignment request by the Company under Section 2.18(b)) or (ii) such Lender changes its lending office,except in each case to the

extent that, pursuant to Section 2.16, amounts with respect to such Taxes were payable either to such Lender’s assignor immediatelybefore such Lender acquired the applicable interest in such Loan or Commitment or to such Lender immediately before it changed itslending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.16(f) and (d) any U.S. Federal withholdingTaxes imposed under FATCA.

“ Existing Revolving Borrowings ” has the meaning set forth in Section 2.20(e).

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended orsuccessor version that is substantively comparable and not materially more onerous to comply with), any current or futureregulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b) of the Code.

“ Federal Funds Effective Rate ” means, for any day, the rate calculated by the NYFRB based on such day’s federalfunds transactions by depository institutions (as determined in such manner as the NYFRB shall set forth on its public website fromtime to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate; provided that ifsuch rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.

“ Financial Covenant Compliance Period ” has the meaning set forth in Section 6.12.

“ Financial Officer ” means, with respect to any Person, the chief financial officer, principal accounting officer,treasurer or controller of such Person; provided that, when such term is used in reference to any document executed by, or acertification of, a Financial Officer, the secretary or assistant secretary of such Person shall have delivered an incumbency certificateto the Administrative Agent as to the authority of such individual.

“ Fixed Charge Coverage Ratio ” means, for any period of four consecutive fiscal quarters, the ratio of (a) (i)Consolidated EBITDA for such period minus (ii) the sum of (A) Capital Expenditures for such period (except to the extentattributable to the incurrence of Capital Lease Obligations or otherwise financed by incurring Long-Term Indebtedness) and (B) theaggregate amount of income taxes paid in cash by the Company and the Subsidiaries during such period to (b) Consolidated FixedCharges for such period. For purposes of calculating Fixed Charge Coverage Ratio for any period, if during such period theCompany or any Subsidiary shall have consummated a Material Acquisition or a Material Disposition, Fixed Charge Coverage Ratiofor such period shall be calculated after giving pro forma effect thereto in accordance with Section 1.04(b).

“ Foreign Lender ” means any Lender that is not a U.S. Person.

“ GAAP ” means generally accepted accounting principles in the United States of America, applied in accordancewith the consistency requirements thereof.

“ Global Intercompany Consent Agreement ” means the Global Intercompany Consent Agreement among theCompany, the Subsidiaries and the Administrative Agent, substantially in the form of Exhibit E, together with all supplementsthereto.

“ Global Intercompany Subordination Agreement ” means the Global Intercompany Subordination Agreement amongthe Company, the Subsidiaries and the Administrative Agent, substantially in the form of Exhibit F, together with all supplementsthereto.

“ Goods ” has the meaning specified in Article 9 of the New York UCC.

“ Governmental Approvals ” means all authorizations, consents, approvals, permits, licenses and exemptions of,registrations and filings with, and reports to, Governmental Authorities.

“ Governmental Authority ” means the government of the United States of America, any other nation or any politicalsubdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or otherentity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining togovernment (including any supra-national body exercising such powers or functions, such as the European Union or the EuropeanCentral Bank).

“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantorguaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primaryobligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) topurchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (orto advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities orservices for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintainworking capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable theprimary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter ofguaranty issued to support such Indebtedness or other obligation; provided that the term “Guarantee” shall not include endorsementsfor collection or deposit in the ordinary course of business. The amount, as of any date of determination, of any Guarantee shall bethe principal amount outstanding on such date of the Indebtedness or other obligation guaranteed thereby (or, in the case of (i) anyGuarantee the terms of which limit the monetary exposure of the guarantor or (ii) any Guarantee of an obligation that does not have aprincipal amount, the maximum monetary exposure as of such date of the guarantor under such Guarantee (as determined, in the caseof clause (i), pursuant to such terms or, in the case of clause (ii), reasonably and in good faith by the chief financial officer of theCompany)).

“ Guarantee Agreement ” means the Master Guarantee Agreement dated the date hereof, among the Company, theDutch Borrower, the other Loan Parties and the Administrative Agent, substantially in the form of Exhibit G, together with allsupplements thereto.

“ Hazardous Materials ” means all explosive, radioactive, hazardous or toxic substances, materials, wastes orpollutants, including petroleum or petroleum distillates or byproducts, asbestos or asbestos-containing materials, polychlorinatedbiphenyls, radon gas, infectious or medical wastes and all other substances, materials or wastes of any nature regulated pursuant toany Environmental Law.

“ Hedging Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction, orany option or similar agreement, involving, or settled by reference to, one or more rates, currencies, commodities, prices of equity ordebt securities or instruments, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value,or any similar transaction or combination of the foregoing transactions; provided that no equity compensation, phantom stock orsimilar plan providing for current or former directors, officers, employees, consultants or contract employees of the Company or theSubsidiaries shall be a Hedging Agreement.

“ Hong Kong ” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“ Hong Kong Guarantor ” means GoPro Hong Kong Limited, a company incorporated under the laws of Hong Kong,with registration no. 1709932.

“ Hong Kong Inventory ” means Inventory of the Dutch Borrower or the Company located in Hong Kong.

“ Hong Kong Security Documents ” means (a) the Debenture constituting a fixed and floating charge over certainassets of the Company, dated the date hereof, made between the Company and the Administrative Agent and (b) the Debentureconstituting a fixed and floating charge over certain assets of the Dutch Borrower, dated the date hereof, made between the DutchBorrower and the Administrative Agent.

“ Immediate Family ” of a natural person means such person’s spouse, children, siblings, parents, mother-in-law andfather-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law.

“ Incremental Commitment ” means, with respect to any Lender, the commitment, if any, of such Lender, establishedpursuant to an Incremental Facility Agreement and Section 2.20, to make Loans and to acquire participations in Letters of Credit andProtective Advances hereunder, expressed as an amount representing the maximum aggregate permitted amount of such Lender’sRevolving Exposure under such Incremental Facility Agreement.

“ Incremental Facility Agreement ” means an Incremental Facility Agreement, in form and substance reasonablysatisfactory to the Administrative Agent, among the Borrowers, the Administrative Agent and one or more Incremental Lenders,establishing Incremental Commitments and effecting such other amendments hereto and to the other Loan Documents as arecontemplated by Section 2.20.

“ Incremental Lender ” means a Lender with an Incremental Commitment.

“ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money,(b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Personunder conditional sale or other title retention agreements relating to property acquired by such Person (excluding trade accountspayable incurred in the ordinary course of business), (d) all obligations of such Person in respect of the deferred purchase price ofproperty or services (excluding (i) trade accounts payable and accrued expenses incurred in the ordinary course of business thatconstitute current liabilities, (ii) compensation payable to directors, officers, employees, consultants or contract employees of theCompany or any Subsidiary and (iii) any purchase price adjustment, earnout or other contingent obligation incurred in connectionwith an Acquisition, except to the extent that the amount payable pursuant to such purchase price adjustment, earnout or othercontingent obligation becomes payable and is not paid within 90 days of the date due), (e) all Capital Lease Obligations of suchPerson, (f) the maximum aggregate amount of all letters of credit and letters of guaranty in respect of which such Person is anaccount party, (g) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (h) all DisqualifiedEquity Interests in such Person, valued, as of the date of determination, at the greater of (i) the maximum aggregate amount thatwould be payable upon maturity, redemption, repayment or repurchase thereof (or of Disqualified Equity Interests or Indebtednessinto which such Disqualified Equity Interests are convertible or exchangeable) and (ii) the maximum liquidation preference of suchDisqualified Equity Interests, (i) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existingright, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not theIndebtedness secured thereby has been assumed by such Person, and (j) all Guarantees by such Person of Indebtedness of others. TheIndebtedness of any Person shall include the Indebtedness of any other Person (including any partnership in which such Person is ageneral partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationshipwith such other Person, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment madeby or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described inclause (a), Other Taxes.

“ Indemnitee ” has the meaning set forth in Section 9.03(b).

“ Intellectual Property ” has the meaning set forth in the U.S. Collateral Agreement.

“ Intellectual Property License ” has the meaning set forth in the U.S. Collateral Agreement.

“ Intercompany Inventory Title Transfer Agreement ” means each agreement between, on the one hand, the Companyor any Subsidiary and, on the other hand, one or more Subsidiaries, pursuant to which ownership of Inventory is transferred from onesuch Person to another such Person.

“ Interest Election Request ” means a request by the applicable Borrower to convert or continue a RevolvingBorrowing in accordance with Section 2.07, which shall be, in the case of any such written request, in the form of Exhibit H or anyother form approved by the Administrative Agent.

“ Interest Payment Date ” means (a) with respect to any ABR Loan (other than a Protective Advance), the firstBusiness Day following the last day of each March, June, September and December, (b) with respect to any Eurocurrency Loan, thelast day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowingwith an Interest Period of more than three months’ duration, such day or days prior to the last day of such Interest Period as shalloccur at intervals of three months’ duration after the first day of such Interest Period and (c) with respect to any Protective Advance,the day that such Protective Advance is required to be repaid.

“ Interest Period ” means, with respect to any Eurocurrency Borrowing, the period commencing on the date of suchBorrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, asthe applicable Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, suchInterest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in thenext calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Periodthat commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day inthe last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be theeffective date of the most recent conversion or continuation of such Borrowing.

“ Interpolated Screen Rate ” means, with respect to any Eurocurrency Borrowing for any Interest Period, a rate perannum which results from interpolating on a linear basis between (a) the applicable LIBO Screen Rate for the longest maturity forwhich a LIBO Screen Rate is available that is shorter than such Interest Period and (b) the applicable LIBO Screen Rate for theshortest maturity for which a LIBO Screen Rate is available that is longer than such Interest Period, in each case at approximately11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“ In-Transit Inventory ” means Inventory of any U.S. Loan Party or the Dutch Borrower that is in transit from anylocation in an Eligible Inventory Jurisdiction (whether or not such location is an Eligible Inventory Jurisdiction for such U.S. LoanParty or the Dutch Borrower, as applicable) to a location of such U.S. Loan Party or the Dutch Borrower, as applicable (or a locationof a bailee or agent thereof), that is in an Eligible Inventory Jurisdiction for such U.S. Loan Party or the Dutch Borrower and setforth on

Schedule 5.11 (or is a location with respect to which written notice is not yet required to be delivered to each of the AdministrativeAgent and the Co-Agent pursuant to Section 5.11).

“ Inventory ” has the meaning specified in Article 9 of the New York UCC.

“ Inventory Vendor ” means a contract manufacturer that manufactures and sells, or a vendor that sells, Inventory inthe ordinary course of its business to third parties.

“ Inventory Vendor Purchase Agreement ” means any contract or agreement between the Company or any Subsidiaryand an Inventory Vendor pursuant to which the Company or any Subsidiary is entitled to submit one or more purchase orders for thepurchase of Inventory (but shall not include purchase orders, invoices or similar documents).

“ Investment ” means, with respect to a specified Person, any Equity Interests, evidences of Indebtedness or othersecurities (including any option, warrant or other right to acquire any of the foregoing) of, or any capital contribution or loans oradvances (other than advances made in the ordinary course of business that would be recorded as accounts receivable on the balancesheet of the specified Person prepared in accordance with GAAP) to, Guarantees of any Indebtedness or other obligations of, or anyother investment (including any investment in the form of transfer of property for consideration that is less than the fair value thereof(as determined reasonably and in good faith by the chief financial officer of the Company)) in, any other Person that are held ormade by the specified Person. The amount, as of any date of determination, of (a) any Investment in the form of a loan or an advanceshall be the principal amount thereof outstanding on such date, without any adjustment for write-downs or write-offs (including as aresult of forgiveness of any portion thereof) with respect to such loan or advance after the date thereof, (b) any Investment in theform of a Guarantee shall be determined in accordance with the definition of the term “Guarantee”, (c) any Investment in the form ofa purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other securities of any Person shall bethe fair value (as determined reasonably and in good faith by the chief financial officer of the Company) of the consideration therefor(including any Indebtedness assumed in connection therewith), plus the fair value (as so determined) of all additions, as of such dateof determination, thereto, and minus the amount, as of such date of determination, of any portion of such Investment repaid to theinvestor in cash as a repayment of principal or a return of capital, as the case may be, but without any other adjustment for increasesor decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the time of such Investment,(d) any Investment (other than any Investment referred to in clause (a), (b) or (c) above) in the form of a transfer of Equity Interestsor other property by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the fairvalue (as determined reasonably and in good faith by the chief financial officer of the Company) of such Equity Interests or otherproperty as of the time of such transfer (less, in the case of any investment in the form of transfer of property for consideration that isless than the fair value thereof, the fair value (as so determined) of such consideration as of the time of the transfer), minus theamount, as of such date of determination, of any portion of such Investment repaid to the investor in cash as a return of capital, butwithout any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, suchInvestment after the time of such transfer, and (e) any Investment (other than any Investment referred to in clause (a), (b), (c) or (d)above) in any Person resulting from the issuance by such Person of its Equity Interests to the investor shall be the fair value (asdetermined reasonably and in good faith by the chief financial officer of the Company) of such Equity Interests at the time of theissuance thereof.

“ IRS ” means the United States Internal Revenue Service.

“ Issuing Bank ” means (a) JPMorgan Chase Bank, N.A., (b) Wells Fargo Bank, National Association, and (c) eachLender that shall have become an Issuing Bank hereunder as provided in Section 2.05(j) (other than any Person that shall haveceased to be an Issuing Bank as provided in Section 2.05(k)), each in its capacity as an issuer of Letters of Credit hereunder. EachIssuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, inwhich case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (itbeing agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.05 with respectto such Letters of Credit).

“ Judgment Currency ” has the meaning set forth in Section 9.18(b).

“ LC Commitment ” means, with respect to any Issuing Bank, the maximum permitted amount of the LC Exposurethat may be attributable to Letters of Credit issued by such Issuing Bank. The initial amount of each Issuing Bank’s LC Commitmentis set forth on Schedule 2.05 or, in the case of any Issuing Bank that becomes an Issuing Bank hereunder pursuant to Section 2.05(j),in a written agreement referred to in such Section, or, in each case, such other maximum permitted amount with respect to anyIssuing Bank as may have been agreed in writing (and notified in writing to the Administrative Agent) by such Issuing Bank and theCompany.

“ LC Disbursement ” means a payment made by an Issuing Bank pursuant to a Letter of Credit.

“ LC Exposure ” means, at any time, the sum of (a) the aggregate amount of all Letters of Credit remaining availablefor drawing at such time and (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf ofthe applicable Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LCExposure at such time, adjusted to give effect to any reallocation under Section 2.19 of the LC Exposures of Defaulting Lenders ineffect at such time.

“ Lender Parent ” means, with respect to any Lender, any Person in respect of which such Lender is a subsidiary.

“ Lenders ” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party heretopursuant to an Assignment and Assumption or an Incremental Facility Agreement, other than any such Person that shall have ceasedto be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includesthe Administrative Agent, in its capacity as the lender of Protective Advances.

“ Letter of Credit ” means any letter of credit issued pursuant to this Agreement, other than any such letter of creditthat shall have ceased to be a “Letter of Credit” outstanding hereunder pursuant to Section 9.05.

“ LIBO Rate ” means, with respect to any Eurocurrency Borrowing for any Interest Period, a rate per annum equal tothe London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over theadministration of such rate) for deposits in U.S. dollars (for delivery on the first day of such Interest Period) with a term equivalentto such Interest Period as displayed on the applicable Reuters screen page (currently page LIBOR01) or, in the event such rate doesnot appear on a page of the Reuters screen, on the appropriate page of such other information service that publishes such rate as shallbe selected by the Administrative Agent from time to time in its reasonable discretion (such applicable rate being called the “ LIBOScreen Rate ”), at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. Ifno LIBO Screen Rate shall be available for a

particular Interest Period but Screen Rates shall be available for maturities both longer and shorter than such Interest Period, then theLIBO Rate for such Interest Period shall be the Interpolated Screen Rate. Notwithstanding the foregoing, if the LIBO Rate,determined as provided above, would otherwise be less than zero, then the LIBO Rate shall be deemed to be zero for all purposes ofthis Agreement.

“ LIBO Screen Rate ” has the meaning set forth in the definition of “LIBO Rate”.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, charge, securityinterest or other encumbrance on, in or of such asset, including any agreement to provide any of the foregoing and any arrangemententered into for the purpose of making particular assets available to satisfy any Indebtedness or other obligation, (b) the interest of avendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease havingsubstantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of outstanding securities,any purchase option, call or similar right of a third party with respect to such securities.

“ Loan Documents ” means this Agreement, the Incremental Facility Agreements, the Security Documents, the Post-Closing Letter Agreement, the Global Intercompany Consent Agreement, the Global Intercompany Subordination Agreement, anyagreement designating an additional Issuing Bank as contemplated by Section 2.05(j) and, except for purposes of Section 9.02, anyagreements between any Borrower and any Issuing Bank regarding such Issuing Bank’s LC Commitment or the respective rights andobligations between such Borrower and such Issuing Bank in connection with the issuance of Letters of Credit and any promissorynotes delivered pursuant to Section 2.09(c).

“ Loan Document Obligations ” means (a) the due and punctual payment by each Borrower of (i) the principal of andinterest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding,regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration,upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by any Borrower in respect of anyLetter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligationsto provide cash collateral, and (iii) all other monetary obligations of the Borrowers under this Agreement and each of the other LoanDocuments, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary,secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy,insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due andpunctual performance of all other obligations of the Borrowers under or pursuant to this Agreement and each of the other LoanDocuments, and (c) the due and punctual payment and performance of all the obligations of each other Loan Party under or pursuantto this Agreement and each of the other Loan Documents (including monetary obligations incurred during the pendency of anybankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

“ Loan Parties ” means the Company, the Dutch Borrower and the other Subsidiary Loan Parties.

“ Loans ” means the loans (including Protective Advances) made by the Lenders to any Borrower pursuant to thisAgreement.

“ Long-Term Indebtedness ” means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred,constituted) a long-term liability.

“ Material Acquisition ” means any Acquisition, or a series of related Acquisitions, the aggregate consideration forwhich (including Indebtedness assumed in connection therewith) exceeds US$50,000,000.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, results of operations, assets, liabilitiesor financial condition of the Company and the Subsidiaries, taken as a whole, (b) the ability of the Loan Parties to perform theirobligations under the Loan Documents or (c) the ability of the Administrative Agent to enforce the Loan Document Obligations orrealize upon the Collateral or the enforceability or priority of the Liens of the Administrative Agent, for the benefit of the SecuredParties, with respect to the Collateral.

“ Material Disposition ” means any sale, transfer or other disposition, or a series of related sales, transfers or otherdispositions, of (a) all or substantially all the issued and outstanding Equity Interests in any Person that are owned by the Companyor any Subsidiary or (b) assets comprising all or substantially all the assets of (or all or substantially all the assets constituting abusiness unit, division, product line or line of business of) any Person; provided that the aggregate consideration therefor (includingIndebtedness assumed by the transferee in connection therewith) exceeds US$50,000,000.

“ Material Indebtedness ” means Indebtedness (other than the Loans, Letters of Credit and Guarantees under the LoanDocuments), or obligations in respect of one or more Hedging Agreements, of any one or more of the Company and the Subsidiariesin an aggregate principal amount of US$25,000,000 or more. For purposes of determining Material Indebtedness, the “principalamount” of the obligations of the Company or any Subsidiary in respect of any Hedging Agreement at any time shall be themaximum aggregate amount (giving effect to any netting agreements) that the Company or such Subsidiary would be required to payif such Hedging Agreement were terminated at such time.

“ Material Inventory Vendor Purchase Agreement ” means, at any time, (a) any Inventory Vendor PurchaseAgreement under which the Company or any Subsidiary purchases any capture devices (other than any such agreements solely withrespect to purchases of mounts and accessories) or drones, in each case, whether or not in the form of finished goods, (b) anyInventory Vendor Purchase Agreement under which the Company and the Subsidiaries have made payments during the period of12 consecutive months then most recently ended in an aggregate amount of US$25,000,000 or more and (c) any other InventoryVendor Purchase Agreement that is material to the business of the Company and the Subsidiaries as conducted or as proposed to beconducted at such time.

“ Material IP Subsidiary ” means any Subsidiary that owns any Intellectual Property (including any IntellectualProperty License) that, individually or in the aggregate, is material (giving effect to any Intellectual Property Licenses granted to theAdministrative Agent under the Security Documents) to the ability of the Administrative Agent to realize upon the Inventory orAccounts included in the Collateral.

“ Material Subsidiary ” means (a) the Dutch Borrower, (b) any Subsidiary that owns any Equity Interests in the DutchBorrower, (c) each Material IP Subsidiary and (d) each other Subsidiary (i) the consolidated tangible assets of which equal 5.0% ormore of the Consolidated Tangible Assets or (ii) the consolidated revenues of which equal 5.0% or more of the consolidatedrevenues of the Company, in each case as of the end of or for the most recent period of four consecutive fiscal quarters of theCompany for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the first suchdelivery, as of or for the fiscal year ended December 31, 2015); provided that if at the end of or for any such most recent period offour consecutive fiscal quarters the combined consolidated tangible assets or combined consolidated revenues of all Subsidiaries thatunder clauses (d)(i) and (d)(ii) above would not constitute Material Subsidiaries shall have exceeded 10.0% of the ConsolidatedTangible Assets or 10.0%

of the consolidated revenues of the Company, then one or more of such excluded Subsidiaries shall for all purposes of thisAgreement be deemed to be Material Subsidiaries in descending order based on the amounts of their consolidated tangible assets orconsolidated revenues, as the case may be, until such excess shall have been eliminated.

“ Maturity Date ” means the fifth anniversary of the Effective Date.

“ Maximum Rate ” has the meaning set forth in Section 9.13.

“ MNPI ” means material information concerning the Company, any Subsidiary or any other Affiliate thereof or anysecurities of any of the foregoing that is not Public Information. For purposes of this definition, “material information” meansinformation concerning the Company, the Subsidiaries or any other Affiliate thereof, or any securities of any of the foregoing, thatcould reasonably be expected to be material for purposes of the United States Federal and state securities laws.

“ Moody’s ” means Moody’s Investors Service, Inc., and any successor to its rating agency business.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Orderly Liquidation Value ” means, with respect to any Inventory of any U.S. Loan Party or the DutchBorrower, the orderly liquidation value thereof as determined in accordance with the most recent Inventory appraisal report (or anysupplement thereto) received by the Administrative Agent pursuant hereto, net of all costs of liquidation thereof (it being understoodthat different types of Inventory may have different Net Orderly Liquidation Values, and that Net Orderly Liquidation Values withrespect to any New Inventory may differ from Net Orderly Liquidation Values with respect to other Inventory). In connection withthe preparation of any Borrowing Base Certificate by the Company, upon request of the Company the Administrative Agent shalladvise the Company of the applicable Net Orderly Liquidation Values.

“ New Inventory ” means, at any time, Inventory relating to any product (including drones, but excluding cameras andother capture devices and virtual reality products and any related components and accessories) unless such product (or such type ofproduct) shall have been generally made available for sale by the U.S. Loan Parties and the Dutch Borrower for at least six fullcalendar months and such product shall have been covered by an appraisal received by the Administrative Agent pursuant to thisAgreement (and which appraisal has been prepared as of a date that is not less than six full calendar months after the first date onwhich any U.S. Loan Party or the Dutch Borrower shall have made such product generally available for sale).

“ New York UCC ” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“ Non-Defaulting Lender ” means, at any time, any Lender that is not a Defaulting Lender at such time.

“ Non-U.S. Administrative Agent Accounts ” has the meaning set forth in Section 2.09(d).

“ Non-U.S. Borrowing Base ” means, at any time, an amount expressed in U.S. dollars equal to the sum, withoutduplication, of:

(a) the product of (i) 85% multiplied by (ii) (A) the Eligible Accounts of the Dutch Borrower at such time minus (B)the Dilution Reserve with respect to the Dutch Borrower; plus

(b) the lesser of (i) the product of (A) 70% multiplied by (B) the Eligible Inventory and the Eligible In-TransitInventory of the Dutch Borrower, in each case, valued at the lower of cost or market value (with cost determined withoutregard to intercompany profit), determined on a first-in-first-out basis, at such time and (ii) the product of (x) in the case ofany New Inventory, 75% and (y) in the case of all other Inventory, 85% (or during any Specified Period, 90%) multiplied bythe Net Orderly Liquidation Value percentage or percentages identified in the most recent Inventory appraisal report receivedby the Administrative Agent pursuant hereto with respect to the Inventory of the Dutch Borrower multiplied by the EligibleInventory and the Eligible In-Transit Inventory of the Dutch Borrower, in each case, valued at the lower of cost or marketvalue (with cost determined without regard to intercompany profit), determined on a first-in-first-out basis, at such time;minus

(c) Reserves;

provided that, notwithstanding the foregoing:

(i) the portion of the Non-U.S. Borrowing Base attributable to Hong Kong Inventory may not exceed at any time thedifference at such time between (x) 25% of the Aggregate Borrowing Base (determined prior to giving effect to any Reservesother than the Dilution Reserve) at such time and (y) the aggregate amount of Hong Kong Inventory included in the U.S.Borrowing Base at such time; and

(ii) the portion of the Non-U.S. Borrowing Base attributable to Eligible In-Transit Inventory may not exceed at anytime the difference at such time between (x) 10% of the Aggregate Borrowing Base (determined prior to giving effect to anyReserves other than the Dilution Reserve) at such time and (y) the aggregate amount of Eligible In-Transit Inventory includedin the U.S. Borrowing Base at such time;

(iii) the portion of the Non-U.S. Borrowing Base attributable to New Inventory may not exceed at any time thedifference at such time between (x) 10% of the Aggregate Borrowing Base (determined prior to giving effect to any Reservesother than the Dilution Reserve) at such time and (y) the aggregate amount of New Inventory included in the U.S. BorrowingBase at such time; and

(iv) the Non-U.S. Borrowing Base may not exceed at any time 45% of the Aggregate Borrowing Base (determinedprior to giving effect to any Reserves other than the Dilution Reserve) at such time.

The Administrative Agent may establish and modify, and the Co-Agent may request in writing the establishment or an increase of,Reserves in respect of the Non-U.S. Borrowing Base, in each case in its Permitted Credit Judgment, and any newly-established ormodified Reserves shall become effective on the third Business Day after delivery of notice thereof to the Administrative Agent (ifany such change is requested in writing by the Co-Agent), the Company and the Lenders; provided , however , that (a) a Reserveshall not be established to the extent it is duplicative of any other Reserve or items that are otherwise excluded through eligibilitycriteria and (b) the amount of any Reserve shall have a reasonable relationship (as determined by the Administrative Agent or theCo-Agent, in each case in its Permitted Credit Judgment) to the circumstance, event, condition, contingencies or other matter that isthe basis therefor. A Reserve established by the Administrative Agent (including at the request in writing of the Co-Agent) withrespect to any circumstance, event, condition, contingency or other matter shall be promptly released or reduced upon suchcircumstance, event, condition, contingency or other matter ceasing to exist or otherwise being addressed by the Dutch

Borrower, in each case, to the satisfaction of the Administrative Agent and the Co-Agent, in each case in its Permitted CreditDiscretion. Subject to the preceding provisions of this paragraph and the other provisions hereof expressly permitting theAdministrative Agent to adjust (and the Co-Agent to request in writing the adjustment of) the Non-U.S. Borrowing Base, the Non-U.S. Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to each ofthe Administrative Agent and the Co-Agent pursuant to Section 5.01(e) (or, prior to the first such delivery, delivered to theAdministrative Agent pursuant to Section 4.01).

“ Non-U.S. Loan Party ” means the Dutch Borrower and each other Loan Party that is a CFC or a CFC HoldingCompany.

“ Non-U.S. Pledge Agreement ” means a pledge or charge agreement granting to the Administrative Agent a Lien onEquity Interests in a Non-U.S. Subsidiary and governed by the law of the jurisdiction of formation, incorporation or organization ofsuch Non-U.S. Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent.

“ Non-U.S. Subsidiary ” means any Subsidiary that is not a U.S. Subsidiary.

“ NYFRB ” means the Federal Reserve Bank of New York.

“ NYFRB Rate ” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b)the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately precedingBusiness Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” meansthe rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agentfrom a Federal funds broker of recognized standing selected by it; provided further that if any of the aforesaid rates shall be less thanzero, such rate shall be deemed to be zero for all purposes of this Agreement.

“ OFAC ” means the United States Treasury Department Office of Foreign Assets Control.

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or formerconnection between such Recipient and the jurisdiction imposing such Taxes (other than connections arising from such Recipienthaving executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected asecurity interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interestin any Loan Document).

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxesthat arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receiptor perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are OtherConnection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.18(b)).

“ Overnight Bank Funding Rate ” means, for any day, the rate comprised of both overnight federal funds andovernight Eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall bedetermined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Dayby the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish suchcomposite rate); provided that if such rate shall be less than zero, such rate shall be deemed to be zero for all purposes of thisAgreement.

“ Participant Register ” has the meaning set forth in Section 9.04(c)(ii).

“ Participants ” has the meaning set forth in Section 9.04(c)(i).

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“ Perfection Certificate ” means a certificate in the form of Exhibit I or any other form approved by theAdministrative Agent.

“ Permitted Acquisition ” means any Acquisition by the Company or any Subsidiary; provided that:

(a) in the case of any such purchase or other acquisition of any Equity Interests in any Person, upon theconsummation of such purchase or other acquisition such Person will be a wholly owned Subsidiary (including as a result ofa merger or consolidation between any Subsidiary and such Person); and

(b) at the time of and immediately after giving effect to the consummation of such Acquisition, no Default shall haveoccurred and be continuing.

“ Permitted Call Spread Hedging Agreements ” means (a) a Hedging Agreement pursuant to which the Companyacquires a call or a capped call option requiring the counterparty thereto to deliver to the Company shares of common stock in theCompany, the cash value of such shares or a combination thereof from time to time upon exercise of such option and (b) if enteredby the Company in connection with any Hedging Agreement described in clause (a) above, a Hedging Agreement pursuant to whichthe Company issues to the counterparty thereto warrants to acquire common stock of the Company, in each case under clauses (a)and (b), entered into by the Company substantially concurrently with the issuance of Permitted Convertible Notes; provided that (i)the terms, conditions and covenants of each such Hedging Agreement shall be such as are typical and customary for HedgingAgreements of such type (as determined by the Board of Directors of the Company in good faith) and (ii) in the case of clause (b)above, such Hedging Agreement would be classified as an equity instrument in accordance with EITF 00-19, Accounting forDerivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock , or any successor thereto(including pursuant to the Accounting Standards Codification), and the settlement of such Hedging Agreement does not require theCompany to make any payment in cash or cash equivalents that would disqualify such Hedging Agreement from so being classifiedas an equity instrument.

“ Permitted Convertible Notes ” means any notes issued by the Company that are convertible into common stock ofthe Company or cash in lieu of all or any portion of such shares of common stock; provided that (a) the stated final maturity thereofshall be no earlier than 91 days after the Maturity Date, and shall not be subject to any conditions that could result in such stated finalmaturity occurring on a date that precedes the 91st day after the Maturity Date (it being understood that any conversion of such notes(whether into cash, shares of common stock in the Company or any combination thereof), a repurchase of such notes on account ofthe occurrence of a “fundamental change” or any redemption of such notes at the option of the Company shall not be deemed toconstitute a change in the stated final maturity thereof), (b) such notes shall not be required to be repaid, prepaid, redeemed,repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of anyholder thereof (except, in each case, upon any conversion of such notes (whether into cash, shares of common stock in the Companyor any combination thereof), the occurrence of an event of default or a “fundamental change” or following the Company’s election toredeem such notes) prior to the 91st day after the Maturity Date, (c) the terms, conditions and covenants of such notes shall be suchas are typical and customary for notes of such type (as determined by the Board

of Directors of the Company in good faith), (d) no Subsidiary that is not a U.S. Loan Party shall Guarantee obligations of theCompany thereunder and (e) the obligations in respect thereof (and any Guarantee thereof) shall not be secured by any Lien on anyasset of the Company or any Subsidiary.

“ Permitted Credit Judgment ” means a determination made by the Administrative Agent or the Co-Agent, as the casemay be, in good faith and in the exercise of its reasonable (from the perspective of a secured asset-based lender) business judgmentin accordance with its customary business practices for comparable asset-based lending transactions.

“ Permitted Encumbrances ” means:

(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.06;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other Liens imposed by law, arising in theordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in thesame manner permitted for Taxes in accordance with Section 5.06;

(c) pledges and deposits made (i) in the ordinary course of business in compliance with workers’ compensation,unemployment insurance and other social security laws (other than any Lien imposed pursuant to Section 430(k) of the Codeor Section 303(k) of ERISA or a violation of Section 436 of the Code) and (ii) in respect of letters of credit, bank guarantees,performance bonds or similar instruments issued for the account of the Company or any Subsidiary in the ordinary course ofbusiness supporting obligations of the type set forth in clause (i) above;

(d) pledges and deposits made (i) to secure the performance of bids, trade contracts (other than for payment ofIndebtedness), leases (other than Capital Lease Obligations), statutory obligations (other than any Lien imposed pursuant toSection 430(k) of the Code or Section 303(k) of ERISA or a violation of Section 436 of the Code), surety and appeal bonds,performance bonds and other obligations of a like nature, in each case in the ordinary course of business and (ii) in respect ofletters of credit, bank guarantees or similar instruments issued for the account of the Company or any Subsidiary in theordinary course of business supporting obligations of the type set forth in clause (i) above;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arisingin the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value ofthe affected property or materially interfere with the ordinary conduct of business of the Company or any Subsidiary;

(g) banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts, securities accounts or otherfunds maintained with depository institutions or securities intermediaries; provided that such deposit accounts, securitiesaccounts or funds therein or credited thereto are not established, deposited or made for the purpose of providing collateral forany Indebtedness and are not subject to restrictions on access by the Company or any Subsidiary in excess of those requiredby applicable banking regulations;

(h) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings underapplicable law) regarding operating leases entered into by the Company and the Subsidiaries;

(i) Liens representing any interest or title of a licensor, lessor or sublicensor or sublessor, or a licensee, lessee orsublicensee or sublessee, in the property subject to any lease (other than Capital Lease Obligations), license or sublicense orconcession agreement permitted by this Agreement;

(j) statutory, contractual or common law Liens of landlords arising under leases of real property to which theCompany or any Subsidiary is a party, in each case, to secure the performance of its obligations under such leases, providedthat such Liens extend only to such leases and assets located on such real property;

(k) Liens that are contractual rights of set-off; and

(l) (i) Liens in favor of customs and revenue authorities securing payment of customs duties or other obligationsarising in connection with the importation of goods and (ii) pledges and deposits made in respect of letters of credit, bankguarantees, performance bonds or similar instruments issued for the account of the Company or any Subsidiary in theordinary course of business supporting obligations of the type set forth in clause (i) above;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness, other than Liens referred toclauses (c), (d) or (l) above securing letters of credit, bank guarantees, performance bonds or similar instruments.

“ Permitted Holders ” means (a) Nicholas Woodman and his estate, spouse, heirs and descendants, (b) the ImmediateFamily of any natural person referred to in clause (a), (c) the Woodman Family Trust under Trust Agreement dated March 11, 2011,and any other trust established for the benefit of any of the foregoing or any charitable trust or foundation established by any of theforegoing, and the respective trustees, fiduciaries and beneficiaries of any such trust or foundation acting in such capacity and (d)any corporation, limited partnership, limited liability company or other entity Controlled by any of the foregoing.

“ Permitted Investments ” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, theUnited States of America (or any agency thereof to the extent such obligations are backed by the full faith and credit of theUnited States of America), in each case maturing within two years from the date of acquisition thereof;

(b) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, anyState of the United States of America or any political subdivision of any such State or any public instrumentality thereof that(i) mature within two years from the date of acquisition thereof and (ii) have, at the date of the acquisition thereof, a rating ofat least MIG-1/VMIG-1 from S&P, SP-1 from Moody’s or the equivalent rating from any other nationally recognized ratingagency;

(c) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at thedate of acquisition thereof, a rating of at least A-1 from S&P, P-1 from Moody’s or the equivalent rating from any othernationally recognized rating agency;

(d) investments in certificates of deposit, banker’s acceptances and demand or time deposits, in each case maturingwithin 180 days from the date of acquisition thereof, issued or guaranteed by or placed with, and money market depositaccounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States ofAmerica or any State thereof that (i) is at least “adequately capitalized” (as defined in the regulations of its primary Federalbanking regulator) and (ii) has Tier 1 capital (as defined in such regulations) of not less than US$1,000,000,000;

(e) investments in corporate notes, bonds or debentures that (i) mature within two years from the date of acquisitionthereof and (ii) have, at the date of the acquisition thereof, a rating of at least A- or A-1, as applicable, from S&P, A3 or P-1,as applicable, from Moody’s or the equivalent rating from any other nationally recognized rating agency;

(f) fully collateralized repurchase agreements with a term of not more than 30 days for securities described inclause (a) or (b) above and entered into with a financial institution satisfying the criteria described in clause (d) above;

(g) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment CompanyAct of 1940, (ii) are rated at least A- or A-1, as applicable, by S&P, A3 or P-1, as applicable, by Moody’s or the equivalentrating by any other nationally recognized rating agency and (iii) have portfolio assets of at least US$1,000,000,000; and

(h) in the case of any Non-U.S. Subsidiary, other short-term investments that are analogous to the foregoing, are ofcomparable credit quality and are customarily used by companies in the jurisdiction of such Non-U.S. Subsidiary for cashmanagement purposes.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association,company, partnership, Governmental Authority or other entity.

“ Plan ” means any “employee pension benefit plan”, as defined in Section 3(2) of ERISA (other than aMultiemployer Plan), that is subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, andin respect of which the Company or any of its ERISA Affiliates is (or, if such plan were terminated, would under Section 4069 ofERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Platform ” has the meaning set forth in Section 9.01(d).

“ Post-Closing Letter Agreement ” means the Post-Closing Letter Agreement dated as of the date hereof, between theCompany and the Administrative Agent.

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank,N.A. as its prime rate in effect at its principal office in New York City. Each change in the Prime Rate shall be effective from andincluding the date such change is publicly announced as being effective.

“ Prior Claims ” means all Liens created by applicable law (in contrast with Liens voluntarily granted) that rank or arecapable of ranking prior or pari passu with the Liens of the Administrative Agent created under the Security Documents (or similarLiens under applicable law), against all or part of the assets of any Loan Party, including for amounts owing for wages, vacation pay,severance pay, employee source deductions and contributions, goods and services taxes, sales taxes, harmonized sales taxes,municipal taxes,

income taxes, VAT, workers’ compensation, unemployment insurance, pension plan or fund obligations (including pension plandeficits) or other statutory deemed trusts or overdue rents.

“ Private Side Lender Representatives ” means, with respect to any Lender, representatives of such Lender that are notPublic Side Lender Representatives.

“ Protective Advance ” has the meaning set forth in Section 2.04.

“ Protective Advance Exposure ” means, at any time, the sum of the principal amounts of all outstanding ProtectiveAdvances at such time. The Protective Advance Exposure of any Lender at any time shall be its Applicable Percentage of the totalProtective Advance Exposure at such time, adjusted to give effect to any reallocation under Section 2.19 of the Protective AdvanceExposures of Defaulting Lenders in effect at such time.

“ Public Information ” means any information that has been disseminated in a manner making it available to investorsgenerally, within the meaning of Regulation FD under the Securities Act and the Exchange Act.

“ Public Side Lender Representatives ” means, with respect to any Lender, representatives of such Lender that do notwish to receive MNPI.

“ Qualified Equity Interest ” means any Equity Interest in the Company other than any Disqualified Equity Interest.

“ Recipient ” means the Administrative Agent, any Lender and any Issuing Bank, or any combination thereof (as thecontext requires).

“ Refinancing Indebtedness ” means, in respect of any Indebtedness (the “ Original Indebtedness ”), any Indebtednessthat extends, renews or refinances such Original Indebtedness (or any Refinancing Indebtedness in respect thereof); provided that (a)the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of such Original Indebtedness exceptby an amount no greater than accrued and unpaid interest with respect to such Original Indebtedness and premiums, fees andexpenses payable in connection with such extension, renewal or refinancing; (b) the stated final maturity of such RefinancingIndebtedness shall not be earlier than that of such Original Indebtedness, and such stated final maturity shall not be subject to anyconditions that could result in such stated final maturity occurring on a date that precedes the stated final maturity of such OriginalIndebtedness; (c) such Refinancing Indebtedness shall not be required to be repaid, prepaid, redeemed, repurchased or defeased,whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in eachcase, upon the occurrence of an event of default or a change in control or as and to the extent such repayment, prepayment,redemption, repurchase or defeasance would have been required pursuant to the terms of such Original Indebtedness) prior to theearlier of (i) the maturity of such Original Indebtedness and (ii) the date 180 days after the Maturity Date, provided that,notwithstanding the foregoing, scheduled amortization payments (however denominated) of such Refinancing Indebtedness shall bepermitted so long as the weighted average life to maturity of such Refinancing Indebtedness shall be at least as long as the weightedaverage life to maturity of such Original Indebtedness remaining as of the date of such extension, renewal or refinancing; (d) suchRefinancing Indebtedness shall not constitute an obligation (including pursuant to a Guarantee) of any Subsidiary that shall not havebeen (or, in the case of after-acquired Subsidiaries, shall not have been required to become) an obligor in respect of such OriginalIndebtedness; (e) if such Original Indebtedness (including any Guarantee thereof) shall have been subordinated to the LoanDocument Obligations, such Refinancing Indebtedness (including any Guarantee thereof) shall also be

subordinated to the Loan Document Obligations on terms not less favorable in any material respect to the Lenders; and (f) suchRefinancing Indebtedness shall not be secured by any Lien on any asset other than the assets that secured such Original Indebtedness(or would have been required to secure such Original Indebtedness pursuant to the terms thereof) or, in the event Liens securing suchOriginal Indebtedness shall have been contractually subordinated to any Lien securing the Loan Document Obligations, by any Lienthat shall not have been contractually subordinated to at least the same extent.

“ Register ” has the meaning set forth in Section 9.04(b)(iv).

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the directors, officers,partners, members, trustees, employees, agents, administrators, managers, representatives and advisors of such Person and of suchPerson’s Affiliates.

“ Release ” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge,dispersal, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture.

“ Rent Reserve ” means, with respect to any Inventory located on real property leased by any U.S. Loan Party or theDutch Borrower or located in a third party warehouse, fulfillment center or distribution center or that is otherwise in the possessionof a bailee and, in each case, as to which a Collateral Access Agreement, executed by the applicable landlord, warehouser or otherbailee (and pursuant to which, among other things, such landlord, warehouser or other bailee waives or subordinates, in a mannersatisfactory to each of the Administrative Agent and the Co-Agent in its Permitted Credit Judgment, any rights and claims it has tosuch Inventory for any rent, fees or other amounts payable to it), has not been received by the Administrative Agent, a reserve forrent, fees and other amounts due or to become due with respect to such location in an amount established by the AdministrativeAgent in its Permitted Credit Judgment (or in such greater amount as may be specified in writing by the Co-Agent, acting in itsPermitted Credit Judgment, to the Administrative Agent), but not to exceed, (a) for any such location in the United States ofAmerica, two months’ rent or two times the aggregate amount of accounts payable due to such warehouser or other bailee, asapplicable, under the applicable lease, warehousing or other applicable agreement and (b) for any such location outside the UnitedStates of America, (i) prior to the 60th day after the Effective Date (or such later date (but not beyond the 90th day after the EffectiveDate) as may be agreed to by each of the Administrative Agent and the Co-Agent in its Permitted Credit Judgment), two months’rent or two times the aggregate amount of accounts payable due to such warehouser or other bailee, as applicable, under theapplicable lease, warehousing or other applicable agreement and (ii) on and after the 60th day after the Effective Date (or such laterdate), four months’ rent or four times the aggregate amount of accounts payable due to such warehouser or other bailee, asapplicable, under the applicable lease, warehousing or other applicable agreement or, in each case if greater, the number of monthsrent or the amount of fees and other charges for which such landlord, warehouser or other bailee will have, under applicable law, aLien on such Inventory to secure the payment of rent, fees or other amounts under the applicable lease, warehousing or otherapplicable agreement.

“ Reports ” means reports prepared by the Administrative Agent, the Co-Agent or another Person showing the resultsof appraisals, field examinations or audits pertaining to the assets of the Company or any Subsidiary from information furnished byor on behalf of the Company or any Subsidiary, which reports (except where prepared for internal purposes of the AdministrativeAgent or the Co-Agent, as the case may be) may be distributed to the Lenders by the Administrative Agent or the Co-Agent, as thecase may be.

“ Required Lenders ” means, at any time, Lenders having Revolving Exposures and unused Commitmentsrepresenting more than 50% of the sum of the Aggregate Revolving Exposure and unused Commitments at such time.

“ Reserves ” means (a) the Designated Pari Obligations Reserves, (b) the Dilution Reserve, (c) the Rent Reserve, (d)reserves for Prior Claims and (e) any and all other reserves that the Administrative Agent deems necessary or that the Co-Agentnotifies the Administrative Agent in writing that it deems necessary, in each case, in its Permitted Credit Judgment, to maintain(including reserves for any extended retention of title or retention of title claims, reserves for the costs of perfection, collection orliquidation of any assets included in the Aggregate Borrowing Base, reserves relating to insolvency administration and other locallaw reserves, reserves for accrued and unpaid interest on the Secured Obligations, volatility reserves, reserves for consignee’scharges, reserves for Inventory shrinkage, reserves for freight and shipping charges, customs duties, customs fees and other matterswith respect to any In-Transit Inventory, reserves for contingent liabilities of any Loan Party, reserves for uninsured losses of anyLoan Party, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respectto any litigation, reserves for political risks or other risks (including risks of natural disasters) in respect of jurisdictions of customeror Inventory locations, reserves for changes in the determination of the saleability or realization values of Inventory, reserves forexport or import restrictions and reserves for VAT, GST and other Taxes and charges of Governmental Authorities) with respect toany Loan Party, any Account Debtor or any Collateral. The Administrative Agent agrees that in the event it has received a writtennotice from the Co-Agent to the effect that the Co-Agent has determined, in its Permitted Credit Judgment, that a Reserve isnecessary and thereby requests that the Administrative Agent establish such Reserve, the Administrative Agent shall, if theAdministrative Agent determines that such requested Reserve is permitted by this Agreement, establish such Reserve.

“ Restricted Cash ” means any cash, cash equivalents, marketable securities or other Permitted Investments that (a)appear as “restricted” on a consolidated balance sheet of the Company prepared in accordance with GAAP or (b) are subject to anyLiens under clause (c), (d) or (l) of the definition of “Permitted Encumbrances” or any Liens under clause (h), (i) (other than Liens ofthe type referred to in clause (g) of the definition of “Permitted Encumbrances”), (m), (o), (p) or (q) (other than Liens of the typereferred to in clause (g) of the definition of “Permitted Encumbrances”) of Section 6.02.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) withrespect to any Equity Interests in the Company or any Subsidiary, or any payment or distribution (whether in cash, securities or otherproperty), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, exchange,conversion, cancellation or termination of, or any other return of capital with respect to, any Equity Interests in the Company or anySubsidiary.

“ Resulting Revolving Borrowings ” has the meaning set forth in Section 2.20(e).

“ Revolving Borrowing ” means a Borrowing consisting of Revolving Loans.

“ Revolving Exposure ” means, with respect to any Lender at any time, the sum of the outstanding principal amountof such Lender’s Revolving Loans and such Lender’s LC Exposure and Protective Advance Exposure at such time.

“ Revolving Loan ” means a Loan made pursuant to Section 2.01.

“ S&P ” means Standard & Poor’s Ratings Group, a division of McGraw-Hill Financial, Inc., and any successor to itsrating agency business.

“ Sale/Leaseback Transaction ” means an arrangement relating to property owned by the Company or any Subsidiarywhereby the Company or such Subsidiary sells or transfers such property to any Person and the Company or any Subsidiary leasessuch property, or other property that it intends to use for substantially the same purpose or purposes as the property sold ortransferred, from such Person or its Affiliates.

“ Sanctioned Country ” means, at any time, a country, region or territory that is itself the subject or target of anySanctions (at the date of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“ Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions-related list of designated Personsmaintained by OFAC or the U.S. Department of State or by the United Nations Security Council, the European Union or anyEuropean Union member state or Her Majesty’s Treasury of the United Kingdom, (b) any Person operating, organized or resident ina Sanctioned Country or (c) any Person owned or controlled by any Person or Persons described in the preceding clauses (a) and (b).

“ Sanctions ” means all economic or financial sanctions or trade embargoes imposed, administered or enforced fromtime to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the UnitedNations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the UnitedKingdom.

“ SEC ” means the United States Securities and Exchange Commission.

“ Secured Cash Management Services Agreement ” means (a) any agreement relating to Cash Management Servicesthat is between the Company or any Subsidiary and the Administrative Agent or any of its Affiliates, whether or not such Personshall have been the Administrative Agent or such Affiliate at the time the applicable agreement was entered into, and (b) anyagreement relating to Cash Management Services that is between the Company or any Subsidiary and any other Cash ManagementServices Provider and that, in the case of this clause (b), is designated as a “Secured Cash Management Services Agreement” bywritten notice from the Company and such Cash Management Services Provider to each of the Administrative Agent and the Co-Agent in form and detail reasonably satisfactory to the Administrative Agent.

“ Secured Cash Management Services Obligations ” means all obligations of every nature of the Company and eachSubsidiary (whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including allrenewals, extensions and modifications thereof and substitutions therefor)) arising in respect of Cash Management Services providedunder any Secured Cash Management Services Agreement.

“ Secured Hedging Agreement ” means (a) any Hedging Agreement that is entered into between the Company or anySubsidiary and a counterparty that is, or was on the Effective Date, the Administrative Agent or any of its Affiliates, whether or notsuch counterparty shall have been the Administrative Agent or such Affiliate at the time such Hedging Agreement was entered into,(b) any Hedging Agreement that is in effect on the Effective Date between the Company or any Subsidiary and a counterparty that isa Lender or an Affiliate of a Lender as of the Effective Date or (c) any Hedging Agreement that is entered into after the EffectiveDate by the Company or any Subsidiary and a counterparty that is a Lender or an Affiliate of a Lender at the time such HedgingAgreement is entered into and that, in the case of clauses (b) and (c), is designated as a “Secured Hedging Agreement” by writtennotice from the Company and the applicable

counterparty to each of the Administrative Agent and the Co-Agent in form and detail reasonably satisfactory to the AdministrativeAgent.

“ Secured Hedging Obligations ” means all obligations of every nature of the Company or any Subsidiary under eachSecured Hedging Agreement (whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired(including all renewals, extensions and modifications thereof and substitutions therefor)), including obligations for interest(including interest that would continue to accrue pursuant to such Secured Hedging Agreement on any such obligation after thecommencement of any proceeding under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law withrespect to the Company or any Subsidiary, whether or not such interest is allowed or allowable against the Company or suchSubsidiary in any such proceeding), payments for early termination of such Hedging Agreement, fees, expenses and indemnification.

“ Secured Obligations ” means (a) all the Loan Document Obligations, (b) all the Secured Cash Management ServicesObligations and (c) all the Secured Hedging Obligations; provided that when such term is used in reference to (i) any Non-U.S. LoanParty, it shall not include any Loan Document Obligations of any U.S. Loan Parties or any Secured Cash Management ServicesObligations or Secured Hedging Obligations of the Company or any Subsidiary that is not a CFC or a CFC Holding Company and(ii) any Subsidiary Loan Party, it shall not include any Excluded Swap Obligations.

“ Secured Parties ” means (a) the Administrative Agent and the Co-Agent, (b) each Arranger, (c) each Lender, (d)each Issuing Bank, (e) each Cash Management Services Provider holding any Secured Cash Management Services Obligations, (f)each counterparty to any Hedging Agreement holding any Secured Hedging Obligations, (g) the beneficiaries of eachindemnification obligation undertaken by any Loan Party under any Loan Document and (h) the successors and assigns of each ofthe foregoing.

“ Securities Act ” means the United States Securities Act of 1933.

“ Security Documents ” means the U.S. Collateral Agreement, the U.S. IP Security Agreements, the Non-U.S. PledgeAgreements, the Dutch Security Agreements, the Hong Kong Security Documents, the Control Agreements, the Collateral AccessAgreements and each other security agreement or other instrument or document executed and delivered pursuant to this Agreementor any other Security Document to secure the Secured Obligations.

“ Specified Conditions ” means, at any time of determination with respect to any transaction, the requirement that (a)at the time thereof and after giving pro forma effect thereto, no Default shall have occurred and be continuing and (b) either (i) aftergiving pro forma effect thereto, (A) the Excess Availability as of the date of consummation of such transaction and at all timesduring the period of six months preceding such date shall not be less than (I) in the case of any Investment that would be permittedunder Section 6.04(c), 6.04(d) or 6.04(e) (disregarding any limitation on the amount of Investments set forth in any such Section) orany Permitted Acquisition, the greater of (x) US$31,250,000 and (y) 12.5% of the lesser of the Aggregate Commitment then in effectand the Aggregate Borrowing Base then in effect and (II) in the case of any other transaction, the greater of (x) US$37,500,000 and(y) 15% of the lesser of the Aggregate Commitment then in effect and the Aggregate Borrowing Base then in effect and (B) theFixed Charge Coverage Ratio for the period of four consecutive fiscal quarters of the Company most recently ended prior to suchdate for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the first such delivery,ended on December 31, 2015) is at least 1.00 to 1.00 or (ii) after giving pro forma effect thereto, the Excess Availability as of thedate of consummation of such transaction and at all times during the period of six months preceding such date shall not be less than(I) in the case of any Investment that would be permitted under Section 6.04(c), 6.04(d) or 6.04(e) (disregarding any limitation on theamount of Investments

set forth in any such Section) or any Permitted Acquisition, the greater of (x) US$43,750,000 and (y) 17.5% of the lesser of theAggregate Commitment then in effect and the Aggregate Borrowing Base then in effect and (II) in the case of any other transaction,the greater of (x) US$50,000,000 and (y) 20% of the lesser of the Aggregate Commitment then in effect and the AggregateBorrowing Base then in effect and (c) solely in the case of any such transaction (or a series of related transactions) involvingconsideration (whether in the form of cash, assumption of liabilities or other consideration, but excluding any portion thereof in theform of Qualified Equity Interests in the Company) or payment amounts in excess of US$25,000,000, the Company shall havedelivered to the Administrative Agent a certificate of a Financial Officer of the Company certifying that the requirements set forth inthis definition with respect to such transaction have been satisfied, together with a reasonably detailed calculation in support of thesatisfaction of the requirements referred to in clause (b).

“ Specified Period ” means, for each calendar year, the period during such year commencing on July 1 of such yearand ending on December 31 of such year.

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one andthe denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal,special, emergency or supplemental reserves), expressed as a decimal, established by the Board of Governors to which theAdministrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of theBoard of Governors). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurocurrency Loansshall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit forproration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparableregulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reservepercentage.

“ Subordinated Indebtedness ” of any Person means any Indebtedness of such Person that is contractuallysubordinated in right of payment to any other Indebtedness of such Person.

“ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, (a) any Person the accounts of whichwould be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements wereprepared in accordance with GAAP as of such date and (b) any other Person (i) of which Equity Interests representing more than50% of the equity value or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of thegeneral partnership interests are, as of such date, owned, controlled or held, or (ii) that is, as of such date, otherwise Controlled, bythe parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“ Subsidiary ” means any direct or indirect subsidiary of the Company.

“ Subsidiary Loan Party ” means (a) the Dutch Borrower and (b) each other Subsidiary that is a party to the GuaranteeAgreement.

“ Supermajority Lenders ” means Lenders having Revolving Exposures and unused Commitments representing morethan 66-2/3% of the sum of the Aggregate Revolving Exposure and unused Commitments at such time.

“ Supplemental Perfection Certificate ” means a certificate in the form of Exhibit J or any other form approved by theAdministrative Agent.

“ Syndication Agent ” means Wells Fargo Bank, National Association, in its capacity as the syndication agent for thecredit facility established hereunder.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backupwithholdings), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to taxand penalties applicable thereto.

“ Transactions ” means the execution, delivery and performance by each Loan Party of the Loan Documents to whichit is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

“ Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or onthe Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“ U.S. Administrative Agent Accounts ” has the meaning set forth in Section 2.09(d).

“ U.S. Borrowing Base ” means, at any time, an amount expressed in U.S. dollars equal to the sum, withoutduplication, of:

(a) the product of (i) 85% multiplied by (ii) (A) the Eligible Accounts of the U.S. Loan Parties at such time minus (B)the Dilution Reserve with respect to the U.S. Loan Parties; plus

(b) the lesser of (i) the product of (A) 70% multiplied by (B) the Eligible Inventory and the Eligible In-TransitInventory of the U.S. Loan Parties, in each case valued at the lower of cost or market value (with cost determined withoutregard to intercompany profit), determined on a first-in-first-out basis, at such time and (ii) the product of (x) in the case ofany New Inventory, 75% and (y) in the case of all other Inventory, 85% (or during any Specified Period, 90%) multiplied bythe Net Orderly Liquidation Value percentage or percentages identified in the most recent Inventory appraisal report receivedby the Administrative Agent pursuant hereto with respect to the Inventory of the U.S. Loan Parties multiplied by the EligibleInventory and the Eligible In-Transit Inventory of the U.S. Loan Parties, in each case, valued at the lower of cost or marketvalue (with cost determined without regard to intercompany profit), determined on a first-in-first-out basis, at such time;minus

(c) Reserves;

provided that, notwithstanding the foregoing:

(i) the portion of the U.S. Borrowing Base attributable to Hong Kong Inventory may not exceed at any time 25% ofthe Aggregate Borrowing Base (determined prior to giving effect to any Reserves other than the Dilution Reserve) at suchtime;

(ii) the portion of the U.S. Borrowing Base attributable to Eligible In-Transit Inventory may not exceed at any time10% of the Aggregate Borrowing Base (determined prior to giving effect to any Reserves other than the Dilution Reserve) atsuch time; and

(iii) the portion of the U.S. Borrowing Base attributable to New Inventory may not exceed at any time 10% of theAggregate Borrowing Base (determined prior to giving effect to any Reserves other than the Dilution Reserve) at such time.

The Administrative Agent may establish and modify, and the Co-Agent may request in writing the establishment or an increase of,Reserves in respect of the U.S. Borrowing Base, in each case in its Permitted Credit Judgment, and any newly-established ormodified Reserves shall become effective on the third Business Day after delivery of notice thereof to the Administrative Agent (ifany such change is requested in writing by the Co-Agent), the Company and the Lenders; provided , however , that (a) a Reserveshall not be established to the extent it is duplicative of any other Reserve or items that are otherwise excluded through eligibilitycriteria and (b) the amount of any Reserve shall have a reasonable relationship (as determined by the Administrative Agent or theCo-Agent, in each case in its Permitted Credit Judgment) to the circumstance, event, condition, contingencies or other matter that isthe basis therefor. A Reserve established by the Administrative Agent (including at the request in writing of the Co-Agent) withrespect to any circumstance, event, condition, contingency or other matter shall be promptly released or reduced upon suchcircumstance, event, condition, contingency or other matter ceasing to exist or otherwise being addressed by the U.S. Loan Parties,in each case, to the satisfaction of the Administrative Agent and the Co-Agent, in each case in its Permitted Credit Discretion.Subject to the preceding provisions of this paragraph and the other provisions hereof expressly permitting the Administrative Agentto adjust (and the Co-Agent to request in writing the adjustment of) the U.S. Borrowing Base, the U.S. Borrowing Base at any timeshall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant toSection 5.01(e) (or, prior to the first such delivery, delivered to the Administrative Agent pursuant to Section 4.01).

“ U.S. Collateral Agreement ” means the U.S. Collateral Agreement dated as of the date hereof, among the Company,the other U.S. Loan Parties and the Administrative Agent, substantially in the form of Exhibit K, together with all supplementsthereto.

“ U.S. Collection Account ” means any deposit account of any U.S. Loan Party located with a depositary bank in theUnited States of America or Canada and into which any payments or remittances with respect to any Accounts of any U.S. LoanParty are made.

“ U.S. dollars ” or “ US$ ” refers to lawful money of the United States of America.

“ U.S. IP Security Agreements ” has the meaning set forth in the U.S. Collateral Agreement.

“ U.S. Loan Party ” means the Company and each Subsidiary Loan Party that is not a CFC or a CFC HoldingCompany.

“ U.S. Person ” means a “United States Person” within the meaning of Section 7701(a)(30) of the Code.

“ U.S. Revolving Exposure ” means, at any time, the sum of (a) the outstanding principal amount of the RevolvingLoans and Protective Advances made to the Company and (b) the aggregate amount of LC Exposure attributable to Letters of Creditissued for the account of the Company.

“ U.S. Subsidiary ” means any Subsidiary incorporated or organized under the laws of the United States of America,any State thereof or the District of Columbia.

“ U.S. Tax Compliance Certificate ” has the meaning set forth in Section 2.16(f)(ii)(B)(iii).

“ USA PATRIOT Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required toIntercept and Obstruct Terrorism Act of 2001.

“ wholly-owned ”, when used in reference to a subsidiary of any Person, means that all the Equity Interests in suchsubsidiary (other than directors’ qualifying shares and other nominal amounts of Equity Interests that are required to be held by otherPersons under applicable law) are owned, beneficially and of record, by such Person, another wholly-owned subsidiary of suchPerson or any combination thereof.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal fromsuch Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Revolving Loans andRevolving Borrowings may be classified and referred to by Type ( e.g. , a “Eurocurrency Revolving Loan” or an “ABR RevolvingBorrowing”).

SECTION 1.03. Terms Generally. (a) The definitions of terms herein shall apply equally to the singular and pluralforms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine andneuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shallbe construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets andproperties, including cash, securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes,rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or withwhich affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Exceptas otherwise provided herein and unless the context requires otherwise, (i) any definition of or reference to any agreement,instrument or other document (including this Agreement and the other Loan Documents) shall be construed as referring to suchagreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to anyrestrictions on such amendments, supplements or modifications set forth herein), (ii) any definition of or reference to any statute, ruleor regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (includingby succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations,rulings and official interpretations promulgated or issued thereunder, (iii) any reference herein to any Person shall be construed toinclude such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of anyGovernmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (iv) the words“herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and notto any particular provision hereof and (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed torefer to Articles and Sections of, and Exhibits and Schedules to, this Agreement.

(b) In this Agreement, where it relates to the Dutch Borrower or any other Dutch entity, or to any Collateralprovided by the Dutch Borrower or any other Dutch security, a reference to (i) a necessary action to authorize where applicableincludes (A) any action required to comply with the Works Councils Act of the Netherlands ( Wet op de ondernemingsraden ) and(B) obtaining of an unconditional positive advice ( advies ) from the competent works council(s), (ii) gross negligence includesgrove schuld , (iii) negligence includes schuld , (iv) a security interest includes any mortgage ( hypotheek ), pledge ( pandrecht ),retention of title arrangement ( eigendomsvoorbehoud ), privilege ( voorrecht ), right of retention ( recht van retentie ), right toreclaim goods ( recht van reclame ) and, in general, any right in rem ( beperkt recht ), created for the purpose of granting security (goederenrechtelijk zekerheidsrecht ), (v) willful misconduct includes opzet , (vi) a liquidation (and any of those terms) includes aDutch entity being declared bankrupt ( failliet verklaard ) or dissolved ( ontbonden ), (vii) a moratorium includes surseance vanbetaling and a moratorium is declared or

occurs includes surseance verleend , (viii) a receiver or trustee includes a curator , (ix) a sequestrator includes a bewindvoerder , (x)an attachment includes a beslag and (xi) a merger includes a juridische fusie .

SECTION 1.04. Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly providedherein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP as in effect from timeto time; provided that (i) if the Company, by notice to the Administrative Agent, shall request an amendment to any provision hereofto eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of suchprovision (or if the Administrative Agent or the Required Lenders, by notice to the Company, shall request an amendment to anyprovision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in theapplication thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before suchchange shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewithand (ii) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall beconstrued, and all computations of amounts and ratios referred to herein shall be made, (A) without giving effect to any electionunder Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities (orany Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtednessof the Company or any Subsidiary at “fair value”, as defined therein, (B) without giving effect to any treatment of Indebtedness inrespect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting StandardsCodification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced orbifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof,and (C) without giving effect to any change to GAAP occurring after the date hereof as a result of the adoption of any proposals setforth in the Proposed Accounting Standards Update, Leases (Topic 840) , issued by the Financial Accounting Standards Board onAugust 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case ifsuch change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease(or similar arrangement) would not have been required to be so treated under GAAP as in effect on the date hereof.

(b) All pro forma computations required to be made hereunder giving effect to any Material Acquisition, MaterialDisposition, Acquisition or other transaction shall be calculated after giving pro forma effect thereto (and, in the case of any proforma computations made hereunder to determine whether such Material Acquisition, Material Disposition, Acquisition or othertransaction is permitted to be consummated hereunder, to any other such transaction consummated since the first day of the periodcovered by any component of such pro forma computation and on or prior to the date of such computation) as if such transaction hadoccurred on the first day of the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for whichfinancial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the first such delivery, ending onDecember 31, 2015), and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired ordisposed of and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under theSecurities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on suchIndebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period(taking into account any Hedging Agreement applicable to such Indebtedness if such Hedging Agreement has a remaining term inexcess of 12 months).

SECTION 1.05. Currency Translation. For purposes of any determination under Article VI or VII, amountsincurred or outstanding, or proposed to be incurred or outstanding, in currencies other than U.S. dollars shall be translated into U.S.dollars at the currency exchange rates in effect on the date of

such determination; provided that (a) for purposes of any determination under Sections 6.01, 6.04, 6.05 and 6.08, the amount of eachapplicable transaction denominated in a currency other than U.S. dollars shall be translated into U.S. dollars at the applicablecurrency exchange rate in effect on the date of the consummation thereof, which currency exchange rates shall be determinedreasonably and in good faith by the Company, and (b) for purposes of the Fixed Charge Coverage Ratio, any other financial test andthe related definitions, amounts in currencies other than U.S. dollars shall be translated into U.S. dollars at the currency exchangerates then most recently used in preparing the consolidated financial statements of the Company. Notwithstanding anything to thecontrary set forth herein, but subject to clause (b) above, (i) no Default shall arise as a result of any limitation or threshold expressedin U.S. dollars in this Agreement being exceeded in respect of any transaction solely as a result of changes in currency exchangerates from those applicable for determining compliance with this Agreement at the time of, or at any time following, such transactionand (ii) in the case of any Indebtedness outstanding under any clause of Section 6.01 or secured under any clause of Section 6.02 thatcontains a limitation expressed in U.S. dollars and that, as a result of changes in exchange rates, is so exceeded, such Indebtednesswill be permitted to be refinanced with Refinancing Indebtedness in respect thereof incurred under such clause notwithstanding that,after giving effect to such refinancing, such excess shall continue.

SECTION 1.06. Senior Indebtedness. In the event that any Loan Party shall at any time issue or have outstandingany Subordinated Indebtedness, such Loan Party shall take all such actions as shall be necessary to cause the Loan DocumentObligations to constitute “senior indebtedness” and “designated senior indebtedness” (however denominated) in respect of suchSubordinated Indebtedness and to enable the Lenders, or an agent on their behalf, to have and exercise any payment blockage orother remedies available or potentially available to holders of senior indebtedness under the terms of such SubordinatedIndebtedness. Without limiting the foregoing, the Loan Document Obligations are hereby designated as “senior indebtedness” and as“designated senior indebtedness” under and in respect of any indenture or other agreement or instrument under which any suchSubordinated Indebtedness is outstanding and are further given all such other designations as shall be required under the terms of anysuch Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies availableor potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.

ARTICLE II

The Credits

SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to makeRevolving Loans from time to time during the Availability Period:

(a) to the Company in an aggregate principal amount that will not result in (i) such Lender’s Revolving Exposureexceeding such Lender’s Commitment, (ii) the Aggregate Revolving Exposure exceeding the lesser of the AggregateCommitment then in effect and the Aggregate Borrowing Base then in effect or (iii) the U.S. Revolving Exposure exceedingthe U.S. Borrowing Base then in effect; and

(b) to the Dutch Borrower in an aggregate principal amount that will not result in (i) such Lender’s RevolvingExposure exceeding such Lender’s Commitment or (ii) the Aggregate Revolving Exposure exceeding the lesser of theAggregate Commitment then in effect and the Aggregate Borrowing Base then in effect.

Within the foregoing limits and subject to the terms and conditions set forth herein, the Company and the Dutch Borrower mayborrow, prepay and reborrow Revolving Loans. All Revolving Loans shall be denominated in U.S. dollars.

SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall be made as part of a Revolving Borrowingconsisting of Revolving Loans of the same Type made by the Lenders ratably in accordance with their respective Commitments. Thefailure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligationshereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’sfailure to make Revolving Loans as required.

(b) Subject to Section 2.13, each Revolving Borrowing shall be comprised entirely of ABR Revolving Loans orEurocurrency Revolving Loans as the applicable Borrower may request in accordance herewith; provided that all RevolvingBorrowings made on the Effective Date must be made as ABR Revolving Borrowings unless the applicable Borrower shall havegiven the notice required for a Eurocurrency Revolving Borrowing under Section 2.03 and provided an indemnity letter, in form andsubstance reasonably satisfactory to the Administrative Agent, extending the benefits of Section 2.15 to Lenders in respect of suchBorrowings. Each Protective Advance shall be an ABR Loan. Each Lender at its option may make any Loan by causing anydomestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affectthe obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowingshall be in an aggregate amount that is an integral multiple of US$1,000,000 and not less than US$1,000,000; provided that aEurocurrency Revolving Borrowing that results from a continuation of an outstanding Eurocurrency Revolving Borrowing may be inan aggregate amount that is equal to such outstanding Borrowing. At the time that each ABR Revolving Borrowing is made, suchBorrowing shall be in an aggregate amount that is an integral multiple of US$1,000,000 and not less than US$1,000,000; providedthat (i) an ABR Revolving Borrowing may be in an aggregate amount (A) that is equal to the entire unused balance of the AggregateCommitment, (B) that is required to finance the repayment of a Protective Advance as contemplated by Section 2.04(a) or (C) that isrequired to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(f) and (ii) each Protective Advancemay be in such principal amount as shall be determined by the Administrative Agent pursuant to Section 2.04. RevolvingBorrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than atotal of five (or such greater number as may be agreed to by the Administrative Agent) Eurocurrency Revolving Borrowingsoutstanding.

(d) Notwithstanding any other provision of this Agreement, a Borrower shall not be entitled to request, or to electto convert to or continue, any Eurocurrency Revolving Borrowing if the Interest Period requested with respect thereto would endafter the Maturity Date.

SECTION 2.03. Requests for Borrowings. To request a Revolving Borrowing, the applicable Borrower shall notifythe Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Revolving Borrowing, not later than1:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABRRevolving Borrowing, not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing (which shall be aBusiness Day). Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery,facsimile, or electronic transmission of a “pdf” or similar copy to the Administrative Agent of an

executed written Borrowing Request. Each such telephonic and written Borrowing Request shall specify the following informationin compliance with Section 2.02:

(i) the aggregate amount of such Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Revolving Borrowing or a Eurocurrency Revolving Borrowing;

(iv) in the case of a Eurocurrency Revolving Borrowing, the initial Interest Period to be applicable thereto, whichshall be a period contemplated by the definition of the term “Interest Period”; and

(v) the location and number of the account of the applicable Borrower to which funds are to be disbursed or, in thecase of any ABR Revolving Borrowing requested to finance the reimbursement of an LC Disbursement as provided inSection 2.05(f), the identity of the Issuing Bank that made such LC Disbursement.

If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABRRevolving Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Revolving Borrowing, then theapplicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of aBorrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and ofthe amount of such Lender’s Revolving Loan to be made as part of the requested Revolving Borrowing.

SECTION 2.04. Protective Advances. (a) Subject to the limitations set forth below, the Administrative Agent isauthorized by the Company, the Dutch Borrower and the Lenders, from time to time during the Availability Period, in theAdministrative Agent’s sole discretion (but without any obligation), and subject to the Co-Agent’s prior consent, to make Loansdenominated in U.S. dollars to the Company or the Dutch Borrower, on behalf of all Lenders, which the Administrative Agent, in itsPermitted Credit Judgment, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) toenhance the likelihood of, or maximize the amount of, repayment of the Loans and other Loan Document Obligations or (iii) to payany other amount chargeable to or required to be paid by the Company or the Dutch Borrower pursuant to the terms of thisAgreement, including payments of reimbursable expenses (including costs, fees and expenses as described in Section 9.03) and othersums payable under the Loan Documents (any such Loans being referred to herein as “ Protective Advances ”); provided that noProtective Advance shall be made if after giving effect thereto (A) the Aggregate Revolving Exposure would exceed the AggregateCommitment or (B) the aggregate principal amount of the outstanding Protective Advances would exceed 10% of the AggregateCommitment in effect at the time of the making of such Protective Advance. Protective Advances may be made even if theconditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall constitute Loan DocumentObligations hereunder and shall be Guaranteed and secured as provided in the Security Documents. The Administrative Agent’sauthorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be inwriting and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The Administrative Agent may atany time (i) subject to the limitations set forth in Section 2.01 and to the satisfaction of the conditions set forth in Section 4.02,request, on behalf of the applicable Borrower, the Lenders to make ABR Revolving Loans to such Borrower to repay any ProtectiveAdvance made to such Borrower or (ii) require the Lenders to acquire participations in any Protective Advance as provided inparagraph (b) of this Section.

(b) The Administrative Agent may by notice given not later than 12:00 noon, New York City time, on any BusinessDay require the Lenders to acquire participations on such Business Day in all or a portion of the Protective Advances outstanding.Such notice shall specify the aggregate amount of Protective Advances in which the Lenders will be required to participate and eachLender’s Applicable Percentage of such Protective Advances. Each Lender hereby absolutely and unconditionally agrees to pay,promptly upon receipt of notice as provided above (and in any event, if such notice is received by 12:00 noon, New York City time,on a Business Day, no later than 5:00 p.m., New York City time, on such Business Day and if received after 12:00 noon, New YorkCity time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), to theAdministrative Agent such Lender’s Applicable Percentage of such Protective Advances. Each Lender acknowledges and agrees thatits obligation to acquire participations in Protective Advances pursuant to this paragraph is absolute and unconditional and shall notbe affected by any circumstance whatsoever, including nonsatisfaction of any of the conditions precedent set forth in Section 4.02,the occurrence and continuance of a Default or any reduction or termination of the Commitments, and that each such payment shallbe made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation underthis paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loansmade by such Lender (and Section 2.06 shall apply, mutatis mutandis , to the payment obligations of the Lenders pursuant to thisparagraph). Any amounts received by the Administrative Agent from a Borrower (or other Person on behalf of a Borrower) inrespect of a Protective Advance after receipt by the Administrative Agent of the proceeds of a sale of participations therein shall bepromptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph to theextent of their interests therein; provided that any such payment so remitted shall be repaid to the Administrative Agent if and to theextent such payment is required to be refunded to such Borrower for any reason. The purchase of participations in a ProtectiveAdvance pursuant to this paragraph shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to repaysuch Protective Advance.

SECTION 2.05. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, each Borrowermay request the issuance of Letters of Credit for its own account (or so long as such Borrower is a joint and several co-applicant withrespect thereto, the account of any subsidiary of such Borrower (other than, in the case of the Company, the Dutch Borrower)),denominated in U.S. dollars and in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at anytime and from time to time during the Availability Period. Each Borrower unconditionally and irrevocably agrees that, in connectionwith any Letter of Credit issued for the account of any subsidiary of such Borrower (other than the Dutch Borrower) as provided inthe first sentence of this paragraph, it will be fully responsible for the reimbursement of LC Disbursements, the payment of interestthereon and the payment of fees due under Section 2.11(b) to the same extent as if it were the sole account party in respect of suchLetter of Credit. Notwithstanding anything contained in any letter of credit application furnished to any Issuing Bank in connectionwith the issuance of any Letter of Credit, (i) all provisions of such letter of credit application purporting to grant liens in favor of theIssuing Bank to secure obligations in respect of such Letter of Credit shall be disregarded, it being agreed that such obligations shallbe secured to the extent provided in this Agreement and in the Security Documents, and (ii) in the event of any inconsistencybetween the terms and conditions of such letter of credit application and the terms and conditions of this Agreement, the terms andconditions of this Agreement shall control. Notwithstanding anything herein to the contrary, no Borrower shall request, and noIssuing Bank shall have any obligation to issue, any Letter of Credit the proceeds of which would be made available to any Person (i)to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, isthe subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement. ALetter of Credit issued by any Issuing Bank will only be of a type approved for issuance hereunder by such Issuing Bank (it beingunderstood and agreed that standby Letters of Credit shall be deemed of the type that is

approved), and issuance, amendment, extension and renewal of Letters of Credit shall be subject to its customary policies andprocedures for issuance of letters of credit. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if anyorder, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such IssuingBank from issuing such Letter of Credit, or any law, rule or regulation of any Governmental Authority applicable to such IssuingBank or any request, rule, guideline or directive (whether or not having the force of law) from any Governmental Authority withjurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of creditgenerally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit anyrestriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on theEffective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on theEffective Date and which such Issuing Bank in good faith deems material to it.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter ofCredit or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permittedpursuant to paragraph (c) of this Section), the applicable Borrower shall hand deliver or fax (or transmit by electroniccommunication of a “pdf” or similar copy, if arrangements for doing so have been approved by the recipient) to the applicableIssuing Bank and the Administrative Agent, reasonably in advance of the requested date of issuance, amendment, renewal orextension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed orextended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), the dateon which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter ofCredit, the name and address of the beneficiary thereof and such other information as shall be necessary to enable the applicableIssuing Bank to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the applicableBorrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such request. ALetter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension ofany Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance,amendment, renewal or extension, (i) the LC Exposure will not exceed US$25,000,000, (ii) the portion of the LC Exposureattributable to Letters of Credit issued by any Issuing Bank will not exceed the LC Commitment of such Issuing Bank, (iii) noLender will have a Revolving Exposure greater than its Commitment, (iv) the Aggregate Revolving Exposure will not exceed thelesser of the Aggregate Commitment then in effect and the Aggregate Borrowing Base then in effect and (v) the U.S. RevolvingExposure will not exceed the U.S. Borrowing Base then in effect. The Company may, at any time and from time to time, reduce theLC Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Company shall not reduce the LCCommitment of any Issuing Bank if, after giving effect to such reduction, the conditions set forth in clause (ii) above shall not besatisfied. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit tooccur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section.

(c) Expiration Date. Each Letter of Credit shall by its terms expire at or prior to the close of business on the earlierof (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, oneyear after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date; provided that any Letterof Credit may contain customary automatic renewal provisions agreed upon by the applicable Borrower and the applicable IssuingBank pursuant to which the expiration date of such Letter of Credit shall automatically be extended for a period of up to 12 months(but not to a date later than the date set forth in clause (ii) above), subject to a right on

the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary in advance of any suchrenewal.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing theamount thereof) and without any further action on the part of the applicable Issuing Bank or any Lender, the Issuing Bank that is theissuer thereof hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letterof Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. Inconsideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to theAdministrative Agent, for the account of such Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement madeby such Issuing Bank under such Letter of Credit and not reimbursed by the applicable Borrower on the date due as provided inparagraph (f) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason.Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters ofCredit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal orextension of any Letter of Credit, the occurrence and continuance of a Default, any reduction or termination of the Commitments orany force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (includingSection 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce) permits a drawing to be made undersuch Letter of Credit after the expiration thereof or of the Commitments, and that each such payment shall be made without anyoffset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that, in issuing, amending,renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability forrelying, upon the representation and warranty of the applicable Borrower deemed made pursuant to Section 4.02, unless, at least twoBusiness Days prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automaticrenewal permitted pursuant to paragraph (c) of this Section, at least two Business Days prior to the time by which the election not toextend must be made by the applicable Issuing Bank), the Required Lenders shall have notified the applicable Issuing Bank (with acopy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one ormore of the conditions precedent set forth in Section 4.02 would not be satisfied if such Letter of Credit were then issued, amended,renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, noIssuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied thatthe events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).

(e) Disbursements. Each Issuing Bank shall, promptly following its receipt thereof, examine all documentspurporting to represent a demand for payment under a Letter of Credit issued by it and shall promptly notify the AdministrativeAgent and the applicable Borrower by telephone (confirmed by hand delivery or facsimile) of such demand for payment and whethersuch Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving suchnotice shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

(f) Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, theapplicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LCDisbursement not later than (i) if the applicable Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m.,New York City time, on any Business Day, then 3:00 p.m., New York City time, on such Business Day or (ii) otherwise, 1:30 p.m.,New York City time, on the Business Day immediately following the day that the applicable Borrower receives such notice;provided that if the amount of such LC Disbursement is US$1,000,000 or more, the applicable Borrower

may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financedwith an ABR Revolving Borrowing and, to the extent so financed, the applicable Borrower’s obligation to make such payment shallbe discharged and replaced by the resulting ABR Revolving Borrowing. If the applicable Borrower fails to reimburse any LCDisbursement by the time specified above, the applicable Issuing Bank shall notify the Administrative Agent, whereupon theAdministrative Agent shall notify each Lender of such failure, the payment then due from the applicable Borrower in respect of theapplicable LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, eachLender shall pay to the Administrative Agent its Applicable Percentage of the amount then due from the applicable Borrower, in thesame manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to theapplicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent ofany payment from a Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicableIssuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then tosuch Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph toreimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing as contemplated above)shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

(g) Obligations Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f)of this Section is absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of thisAgreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter ofCredit or this Agreement, or any term or provision thereof or hereof, (ii) any draft or other document presented under a Letter ofCredit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect,(iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply withthe terms of such Letter of Credit, (iv) any force majeure or other event that under any rule of law or uniform practices to which anyLetter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce)permits a drawing to be made under such Letter of Credit after the stated expiration date thereof or of the Commitments or (v) anyother event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of thisparagraph, constitute a legal or equitable discharge of, or provide a right of setoff against, a Borrower’s obligations hereunder. Noneof the Administrative Agent, the Lenders, the Issuing Banks or any of their Related Parties shall have any liability or responsibilityby reason of or in connection with the issuance or transfer of any Letter of Credit, any payment or failure to make any paymentthereunder (irrespective of any of the circumstances referred to in the preceding sentence), any error, omission, interruption, loss ordelay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including anydocument required to make a drawing thereunder), any error in interpretation of technical terms or any other act, failure to act orother event or circumstance; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to anyBorrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect ofwhich are hereby waived by each Borrower to the extent permitted by applicable law) suffered by such Borrower that are caused bysuch Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Creditcomply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or wilful misconduct onthe part of an Issuing Bank (with such absence to be presumed unless otherwise determined by a court of competent jurisdiction in afinal and nonappealable judgment), such Issuing Bank shall be deemed to have exercised care in each such determination. Infurtherance of the foregoing and without limiting the generality thereof, the parties

agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter ofCredit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility forfurther investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon suchdocuments if such documents are not in strict compliance with the terms of such Letter of Credit.

(h) Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shallreimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest,for each day from and including the date such LC Disbursement is made to but excluding the date that the applicable Borrowerreimburses such LC Disbursement in full, at the rate per annum then applicable to ABR Revolving Loans; provided that, if theapplicable Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (f) of this Section, thenSection 2.12(c) shall apply. Interest accrued pursuant to this paragraph shall be paid to the Administrative Agent, for the account ofthe applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (f) ofthis Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment, and shall bepayable on demand or, if no demand has been made, on the date on which the applicable Borrower reimburses the applicable LCDisbursement in full.

(i) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that theCompany receives notice from the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuantto this paragraph, each Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agentand for the benefit of the Lenders, an amount in cash equal to 105% of the LC Exposure attributable to Letters of Credit issued forthe account of such Borrower as of such date; provided that the obligation to deposit such cash collateral shall become effectiveimmediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon theoccurrence of any Event of Default with respect to a Borrower described in clause (h) or (i) of Article VII. The Borrowers also shalldeposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.09(d), 2.10(b) or 2.19, and anysuch cash collateral (but not in excess of 100% of the applicable LC Exposure) so deposited and held by the Administrative Agenthereunder shall constitute part of, as applicable, the U.S. Borrowing Base or the Non-U.S. Borrowing Base solely for purposes ofdetermining compliance with Section 2.10(b). Each such deposit shall be held by the Administrative Agent as collateral for thepayment and performance of the obligations of the applicable Borrower under this Agreement. The Administrative Agent shall haveexclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on theinvestment of such deposits, which investments shall be made at the option and in sole discretion of the Administrative Agent and atthe applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shallaccumulate in such account. Moneys in such account shall, notwithstanding anything to the contrary in Section 2.09(d) or theSecurity Documents, be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which theyhave not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of theapplicable Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to, in thecase of any such application at a time when any Lender is a Defaulting Lender (but only if, after giving effect thereto, the remainingcash collateral shall be less than the aggregate LC Exposure of all the Defaulting Lenders), the consent of each Issuing Bank), beapplied to satisfy other obligations of, in the case of any amount deposited by the Company, the Borrowers under this Agreement,and, in the case of any amount deposited by the Dutch Borrower, the Dutch Borrower under this Agreement. If a Borrower isrequired to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to theextent not applied as aforesaid) shall be returned to such Borrower

within three Business Days after all Events of Default have been cured or waived. If any cash collateral hereunder is held pursuant toSection 2.09(d), such cash collateral (to the extent not applied as aforesaid) shall be returned to the applicable Borrower, to the extentsuch cash collateral is not then required to be held as such in order for the applicable Borrower to be in compliance with the cashcollateral requirements set forth herein, promptly upon the Cash Dominion Period ceasing to be in effect. If a Borrower is required toprovide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shallbe returned to such Borrower to the extent that, after giving effect to such return, (i) the Aggregate Revolving Exposure would notexceed the lesser of the Aggregate Commitment then in effect and the Aggregate Borrowing Base then in effect, (ii) the U.S.Revolving Exposure would not exceed the U.S. Borrowing Base then in effect and (iii) no Default shall have occurred and becontinuing. If a Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.19, such amount (to theextent not applied as aforesaid) shall be returned to such Borrower promptly following request therefor by such Borrower to theextent that, after giving effect to such return, no Issuing Bank shall have any exposure in respect of any outstanding Letter of Creditthat is not fully covered by the Revolving Commitments of the Non-Defaulting Lenders and/or the remaining cash collateral and noDefault shall have occurred and be continuing.

(j) Designation of Additional Issuing Banks. The Company may, at any time and from time to time, with theconsent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), designate as additional IssuingBanks one or more Lenders that agree to serve in such capacity as provided below. The acceptance by a Lender of an appointment asan Issuing Bank hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to theAdministrative Agent, executed by the Borrowers, the Administrative Agent and such designated Lender, which shall set forth theLC Commitment of such Lender, and, from and after the effective date of such agreement, (i) such Lender shall have all the rightsand obligations of an Issuing Bank under this Agreement and (ii) references herein to the term “Issuing Bank” shall be deemed toinclude such Lender in its capacity as an issuer of Letters of Credit hereunder.

(k) Termination of an Issuing Bank. The Company may terminate the appointment of any Issuing Bank as an“Issuing Bank” hereunder by providing a written notice thereof to such Issuing Bank, with a copy to the Administrative Agent. Anysuch termination shall become effective upon the earlier of (i) such Issuing Bank acknowledging receipt of such notice and (ii) the10th Business Day following the date of the delivery thereof; provided that no such termination shall become effective until andunless the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (or its Affiliates) shall have been reduced tozero. At the time any such termination shall become effective, each Borrower shall pay all unpaid fees accrued for the account of theterminated Issuing Bank pursuant to Section 2.11(b) in respect of LC Exposure attributable to Letters of Credit issued for the accountof such Borrower. Notwithstanding the effectiveness of any such termination, the terminated Issuing Bank shall remain a partyhereto and shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by itprior to such termination, but shall not issue any additional Letters of Credit.

(l) Issuing Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, eachIssuing Bank shall, in addition to its notification obligations set forth elsewhere in this Section, report in writing to theAdministrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) inrespect of Letters of Credit issued by such Issuing Bank, including all issuances, extensions, amendments and renewals, allexpirations and cancellations and all disbursements and reimbursements, (ii) reasonably prior to the time that such Issuing Bankissues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the statedamount of the Letters of Credit issued, amended, renewed or extended by it and outstanding

after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed), (iii) oneach Business Day on which such Issuing Bank makes any LC Disbursement, the date and amount of such LC Disbursement, (iv) onany Business Day on which a Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank onsuch day, the date of such failure and the amount of such LC Disbursement and (v) on any other Business Day, such otherinformation as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank.

(m) LC Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by itsterms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof shallbe deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases (other than any suchincrease consisting of the reinstatement of an amount previously drawn thereunder and reimbursed) whether or not such maximumstated amount is in effect at the time of determination.

SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on theproposed date thereof by wire transfer of immediately available funds by 1:00 p.m., New York City time (or, in the case of an ABRRevolving Borrowing made on the same day as the date of the Borrowing Request therefor, 2:30 p.m., New York City time) to theaccount of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided thatProtective Advances shall be made as provided in Section 2.04. The Administrative Agent will make each Loan available to theapplicable Borrower by promptly remitting the amounts so received, in like funds, to an account of such Borrower located in theUnited States of America or the Netherlands (it being understood that in the case of any such account located in the Netherlands,receipt of such remittance may be subject to delay on account of the time differences); provided that (i) the proceeds of ABRRevolving Loans made to finance (A) the repayment of a Protective Advance as provided in Section 2.04(a) shall be applied by theAdministrative Agent for such purpose and (B) the reimbursement of an LC Disbursement as provided in Section 2.05(f) shall beremitted by the Administrative Agent to the Issuing Bank specified by the applicable Borrower in the applicable Borrowing Requestand (ii) the proceeds of any Protective Advance shall be retained by the Administrative Agent and applied, on behalf of theapplicable Borrower, for the purposes for which such Protective Advance shall have been made.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of anyRevolving Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such RevolvingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance withparagraph (a) of this Section and may, in reliance on such assumption, make available to the applicable Borrower a correspondingamount. In such event, if a Lender has not in fact made its share of the applicable Revolving Borrowing available to theAdministrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agentforthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount ismade available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of apayment to be made by such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative Agent inaccordance with banking industry rules on interbank compensation or (ii) in the case of a payment to be made by the applicableBorrower, the interest rate applicable to ABR Revolving Loans. If the applicable Borrower and such Lender shall pay such interest tothe Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the applicableBorrower the amount of such interest paid by the applicable Borrower for such period. If such Lender pays such amount to theAdministrative Agent, then such amount shall constitute such Lender’s Loan included in such Revolving Borrowing. Any paymentby the applicable

Borrower shall be without prejudice to any claim the applicable Borrower may have against a Lender that shall have failed to makesuch payment to the Administrative Agent.

SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing initially shall be of the Type and, in the case of aEurocurrency Revolving Borrowing, shall have an initial Interest Period as specified in the applicable Borrowing Request or asotherwise provided in Section 2.03. Thereafter, the applicable Borrower may elect to convert such Revolving Borrowing to aRevolving Borrowing of a different Type or to continue such Borrowing and, in the case of a Eurocurrency Revolving Borrowing,may elect Interest Periods therefor, all as provided in this Section. The applicable Borrower may elect different options with respectto different portions of the affected Revolving Borrowing, in which case each such portion shall be allocated ratably among theLenders holding the Revolving Loans comprising such Borrowing, and the Revolving Loans comprising each such portion shall beconsidered a separate Revolving Borrowing. This Section shall not apply to Protective Advances, which may not be converted orcontinued.

(b) To make an election pursuant to this Section, the applicable Borrower shall notify the Administrative Agent ofsuch election by telephone by the time that a Borrowing Request would be required under Section 2.03 if such Borrower wererequesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Eachsuch telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile orelectronic transmission of a “pdf” or similar copy to the Administrative Agent of an executed written Interest Election Request. Eachtelephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Revolving Borrowing to which such Interest Election Request applies and, if different options are beingelected with respect to different portions thereof, the portions thereof to be allocated to each resulting Revolving Borrowing(in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resultingRevolving Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a BusinessDay;

(iii) whether the resulting Revolving Borrowing is to be an ABR Revolving Borrowing or a EurocurrencyRevolving Borrowing; and

(iv) if the resulting Revolving Borrowing is to be a Eurocurrency Revolving Borrowing, the Interest Period to beapplicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term“Interest Period”.

If any such Interest Election Request requests a Eurocurrency Revolving Borrowing but does not specify an Interest Period, then theapplicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(c) Promptly following receipt of an Interest Election Request in accordance with this Section, the AdministrativeAgent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Revolving Borrowing.

(d) If the applicable Borrower fails to deliver a timely Interest Election Request with respect to a EurocurrencyRevolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as providedherein, at the end of such Interest Period such Borrowing shall be converted to an ABR Revolving Borrowing. Notwithstanding anycontrary provision hereof, if an

Event of Default under clause (h) or (i) of Article VII has occurred and is continuing with respect to a Borrower, or if any otherEvent of Default has occurred and is continuing and the Administrative Agent, at the direction of the Required Lenders, has notifieda Borrower of the election to give effect to this sentence on account of such other Event of Default, then, in each such case, so longas such Event of Default is continuing, (i) no outstanding Revolving Borrowing may be converted to or continued as a EurocurrencyRevolving Borrowing and (ii) unless repaid, each Eurocurrency Revolving Borrowing shall be converted to an ABR RevolvingBorrowing at the end of the Interest Period applicable thereto.

SECTION 2.08. Termination and Reduction of Commitments.

(a) Unless previously terminated, the Commitments shall automatically terminate on the Maturity Date.

(b) The Company may at any time terminate, or from time to time permanently reduce, the Commitments; providedthat (i) each reduction of the Commitments shall be in an amount that is an integral multiple of US$1,000,000 and not less thanUS$1,000,000 and (ii) the Company shall not terminate or reduce the Commitments if, after giving effect to any concurrentprepayment of the Loans in accordance with Section 2.10, (A) the Aggregate Revolving Exposure would exceed the AggregateCommitment then in effect or (B) the Revolving Exposure of any Lender would exceed its Commitment.

(c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitmentsunder paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction,specifying the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise theLenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that anotice of termination or reduction of the Commitments under paragraph (b) of this Section may state that such notice is conditionedupon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Company (by noticeto the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reductionof the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders inaccordance with their respective Commitments.

SECTION 2.09. Repayment of Loans; Evidence of Debt; Cash Dominion Period. (a) Each Borrower herebyunconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount ofeach Revolving Loan made to such Borrower by such Lender on the Maturity Date and (ii) to the Administrative Agent the thenunpaid principal amount of each Protective Advance made to such Borrower on the earlier of the Maturity Date, the 30th day aftersuch Protective Advance is made and the date on which payment thereof shall be demanded by the Administrative Agent.

(b) The records maintained by the Administrative Agent and the Lenders shall be prima facie evidence of theexistence and amounts of the obligations of the Borrowers in respect of the Loans, LC Disbursements, interest and fees due oraccrued hereunder; provided that the failure of the Administrative Agent or any Lender to maintain such records or any error thereinshall not in any manner affect the obligation of any Borrower to pay any amounts due hereunder in accordance with the terms of thisAgreement.

(c) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, eachBorrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by suchLender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loansevidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) berepresented by one or more

promissory notes of each Borrower in such form payable to the payee named therein (or, if such promissory note is a registered note,to such payee and its registered assigns).

(d) Upon the commencement and during the continuance of a Cash Dominion Period:

(i) (A) the Administrative Agent may (and, at the written direction of the Required Lenders shall) instruct any or eachdepositary bank with which any U.S. Loan Party shall have any deposit account and which is party to any Control Agreementto transfer on each Business Day (or with such other frequency as shall be specified by the Administrative Agent) to one ormore accounts of the Administrative Agent or any of its Affiliates (it being understood that separate accounts may beestablished for different currencies) specified by it (collectively, the “ U.S. Administrative Agent Accounts ”) all funds thenon deposit in the deposit account or deposit accounts of any U.S. Loan Party subject to such Control Agreement; providedthat the Administrative Agent shall not be required to give such instructions with respect to one or more of such depositaccounts if, and to the extent that, the Administrative Agent shall have determined that the aggregate amount of funds thatwould otherwise be required to be transferred pursuant to instructions given in accordance with this clause (i) on anyBusiness Day would exceed the aggregate principal amount of Loans and LC Exposure (other than LC Exposure that shallhave been theretofore cash collateralized in accordance with Section 2.05(i) and giving effect to any prepayment of Loansmade to the Dutch Borrower pursuant to clause (ii) below) outstanding on such Business Day; and (B) on each Business Dayimmediately following the day of receipt by the Administrative Agent of any funds pursuant to a transfer referred to in clause(A) above, the Administrative Agent shall, subject to Section 5.12(e), apply the amounts so received first , to prepayProtective Advances made to the Company, second , to prepay Revolving Loans made to the Company, third , to cashcollateralize in accordance with Section 2.05(i) outstanding LC Exposure attributable to Letters of Credit issued for theaccount of the Company, fourth , to prepay Protective Advances made to the Dutch Borrower, fifth , to prepay RevolvingLoans made to the Dutch Borrower and sixth , to cash collateralize in accordance with Section 2.05(i) outstanding LCExposure attributable to Letters of Credit issued for the account of the Dutch Borrower, and, following such applicationthereof, shall remit the remaining funds, if any, to the applicable U.S. Loan Party; and

(ii) (A) the Administrative Agent may (and, at the written direction of the Required Lenders shall) instruct any or eachdepositary bank with which any Non-U.S. Loan Party shall have any deposit account and which is subject to control of theAdministrative Agent to transfer on each Business Day (or with such other frequency as shall be specified by theAdministrative Agent) to one or more accounts of the Administrative Agent or any of its Affiliates (it being understood thatseparate accounts may be established for different currencies) specified by it (collectively, the “ Non-U.S. AdministrativeAgent Accounts ”) all funds then on deposit in the deposit account or deposit accounts of any Non-U.S. Loan Party subject tosuch control; provided that the Administrative Agent shall not be required to give such instructions with respect to one ormore of such deposit accounts if, and to the extent that, the Administrative Agent shall have determined that the aggregateamount of funds that would otherwise be required to be transferred pursuant to instructions given in accordance with thisclause (ii) and clause (i) above on any Business Day would exceed the aggregate principal amount of Loans and LC Exposure(other than LC Exposure that shall have been theretofore cash collateralized in accordance with Section 2.05(i)) outstandingon such Business Day; and (B) on each Business Day immediately following the day of receipt by the Administrative Agentof any funds pursuant to a transfer referred to in clause (A) above, the Administrative Agent shall, subject to Section 5.12(e),apply the amounts on deposit in the Non-U.S. Administrative Agent Accounts first , to prepay Protective Advances made tothe Dutch Borrower, second , to prepay Revolving Loans made to the Dutch Borrower and third , to cash collateralize inaccordance with Section 2.05(i) outstanding LC

Exposure attributable to Letters of Credit issued for the account of the Dutch Borrower and, following such applicationthereof, shall remit the remaining funds, if any, to the applicable Non-U.S. Loan Party;

provided , in each case, that upon the occurrence and during the continuance of an Event of Default such funds may be applied asprovided in Section 2.17(b) if so determined as provided in such Section (and, pending such application, may be held as cashcollateral). Each Borrower hereby directs the Administrative Agent to apply its funds as so specified and authorizes theAdministrative Agent to determine the order of application of such funds as among the individual Borrowings and LC Exposures ofsuch Borrower. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in suchBorrowing.

SECTION 2.10. Prepayment of Loans. (a) Each Borrower shall have the right at any time and from time to time toprepay any Borrowing in whole or in part, subject to the requirements of this Section.

(b) In the event and on each occasion that (i) the Aggregate Revolving Exposure exceeds the lesser of (A) the sumof (x) the Aggregate Borrowing Base then in effect and (y) the Protective Advance Exposure and (B) the Aggregate Commitmentthen in effect or (ii) the U.S. Revolving Exposure exceeds the sum of (x) the U.S. Borrowing Base and (y) the aggregate principalamount of outstanding Protective Advances made to the Company, the Borrowers shall prepay Borrowings (or, if no suchBorrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.05(i))in an aggregate amount sufficient to eliminate such excess.

(c) The applicable Borrower shall give the Administrative Agent prior notice of any optional or mandatoryprepayment hereunder by telephone (confirmed by hand delivery, facsimile or electronic transmission of a “pdf” or similar copy),which notice, in the case of any optional prepayment, must be given (i) in the case of prepayment of a Eurocurrency RevolvingBorrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of prepayment, (ii) in the case ofprepayment of an ABR Revolving Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment (which shallbe a Business Day) or (iii) in the case of prepayment of a Protective Advance, not later than 1:00 p.m., New York City time, on thedate of prepayment (which shall be a Business Day). Each such notice shall be irrevocable and shall specify the prepayment date, theBorrowing or Borrowings to be prepaid and the principal amount of each such Borrowing or portion thereof to be prepaid and, in thecase of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that a notice ofoptional prepayment of any Borrowings may state that such notice is conditioned upon the occurrence of one or more eventsspecified therein, in which case such notice may be revoked by the applicable Borrower (by notice to the Administrative Agent on orprior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice (other thana notice relating solely to Protective Advances), the Administrative Agent shall advise the Lenders of the contents thereof. Eachpartial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of aRevolving Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of amandatory prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in suchBorrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12.

SECTION 2.11. Fees. (a) The Company agrees to pay to the Administrative Agent for the account of each Lender acommitment fee, which shall accrue at the Applicable Commitment Fee Rate on the daily unused amount of the Commitment ofsuch Lender during the period from and including the

date hereof to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable in arrearson the first Business Day following the last day of March, June, September and December of each year and on the date on which theCommitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computedon the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excludingthe last day). For purposes of computing commitment fees, a Commitment of a Lender shall be deemed to be used to the extent ofthe outstanding Revolving Loans and LC Exposure of such Lender (and the Protective Advance Exposure of such Lender shall bedisregarded for such purpose).

(b) Each Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation feewith respect to its participations in Letters of Credit issued for the account of such Borrower, which shall accrue at the ApplicableRate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily amount of such Lender’s LCExposure attributable to such Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements)during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitmentterminates and the date on which such Lender ceases to have any LC Exposure attributable to such Letters of Credit, and (ii) to eachIssuing Bank a fronting fee, which shall accrue at 0.125% per annum on the average daily amount of the LC Exposure attributable toLetters of Credit issued by such Issuing Bank for the account of such Borrower (excluding any portion thereof attributable tounreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date oftermination of the Commitments and the date on which there ceases to be any LC Exposure attributable to such Letters of Credit, aswell as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Creditissued by such Issuing Bank for the account of such Borrower or processing of drawings thereunder. Participation fees and frontingfees accrued through and including the last day of March, June, September and December of each year shall be payable on the firstBusiness Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all suchfees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which theCommitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall bepayable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 daysand shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts andat the times separately agreed upon between the Company and the Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the AdministrativeAgent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees,to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

SECTION 2.12. Interest. (a) The Loans comprising each ABR Borrowing (including each Protective Advance)shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurocurrency Revolving Borrowing shall bear interest at the Adjusted LIBO Ratefor the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable byany Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shallbear interest, after as well as before judgment, at a rate

per annum equal to (i) in the case of overdue principal of any Loan, 2% per annum plus the rate otherwise applicable to such Loan asprovided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% per annum plus the rate applicable toABR Revolving Loans as provided in paragraph (a) of this Section.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan andupon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section and interestaccrued on Protective Advances shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (otherthan a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amountrepaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of aEurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on theeffective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed byreference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basisof a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (includingthe first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by theAdministrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.13. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a EurocurrencyBorrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) thatadequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such InterestPeriod will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in suchEurocurrency Borrowing for such Interest Period;

then the Administrative Agent shall give notice (which may be telephonic) thereof to the Company and the Lenders as promptly aspracticable and, until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to suchnotice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of anyBorrowing as, a Eurocurrency Borrowing shall be ineffective, and such Borrowing shall be continued as an ABR Borrowing, and(ii) any Borrowing Request for a Eurocurrency Borrowing shall be treated as a request for an ABR Borrowing.

SECTION 2.14. Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similarrequirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (exceptany such reserve requirement reflected in the Adjusted LIBO Rate) or Issuing Bank;

(ii) impose on any Lender or Issuing Bank or the London interbank market any other condition, cost or expense(other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or

(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b)through (d) of the definition of the term “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal,advances, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributablethereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or other Recipient of making, converting to,continuing or maintaining any Loan (or of maintaining its obligation to make any Loan), to increase the cost to such Lender, IssuingBank or other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participatein or to issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender, Issuing Bank or otherRecipient hereunder (whether of principal, interest or any other amount), then, from time to time upon request of such Lender,Issuing Bank or other Recipient, the Borrowers will pay to such Lender, Issuing Bank or other Recipient, as the case may be, suchadditional amount or amounts as will compensate such Lender, Issuing Bank or other Recipient, as the case may be, for suchadditional costs or expenses incurred or reduction suffered.

(b) If any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or anylending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidityrequirements has had or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on thecapital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of or theLoans made by, or participations in Letters of Credit or Protective Advances held by, such Lender, or the Letters of Credit issued bysuch Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding companycould have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policiesof such Lender’s or Issuing Bank’s holding company with respect to capital adequacy or liquidity), then, from time to time uponrequest of such Lender or Issuing Bank, the Borrowers will pay to such Lender or Issuing Bank, as the case may be, such additionalamount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for anysuch reduction suffered.

(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate suchLender or Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section delivered tothe Company shall be conclusive absent manifest error. The Borrowers shall pay such Lender or Issuing Bank, as the case may be,the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to thisSection shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that theBorrowers shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs or expensesincurred or reductions suffered more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifiesthe Company of the Change in Law giving rise to such increased costs or expenses or reductions and of such Lender’s or IssuingBank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs orexpenses or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactiveeffect thereof.

SECTION 2.15. Break Funding Payments. In the event of (a) the payment of any principal of any EurocurrencyLoan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) theconversion of any Eurocurrency Loan other than on the last day

of the Interest Period applicable thereto, (c) the failure to borrow, convert or continue any Eurocurrency Loan on the date specifiedin any notice delivered pursuant hereto, (d) the failure to prepay any Eurocurrency Loan on a date specified therefor in any notice ofprepayment given by a Borrower (whether or not such notice may be revoked in accordance with the terms hereof) or (e) theassignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request bythe Company pursuant to Section 2.18, then, in any such event, the applicable Borrower shall compensate each Lender for the loss,cost and expense attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amountdetermined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount ofsuch Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan (but not includingany “floor” applicable thereto), for the period from the date of such event to the last day of the then current Interest Period therefor(or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan),over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate such Lender would bidif it were to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in theLondon interbank market. A certificate of any Lender delivered to the applicable Borrower and setting forth any amount or amountsthat such Lender is entitled to receive pursuant to this Section shall be conclusive absent manifest error. The applicable Borrowershall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.16. Taxes. (a) Payments Free of Taxes. Any and all payments by or on account of any obligation ofany Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required byapplicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires thededuction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall beentitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevantGovernmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by theapplicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including suchdeductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amountequal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant GovernmentalAuthority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, anyOther Taxes.

(c) Evidence of Payment. As soon as practicable after any payment of Taxes by any Loan Party to a GovernmentalAuthority pursuant to this Section, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of areceipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or otherevidence of such payment reasonably satisfactory to the Administrative Agent.

(d) Indemnification by the Loan Parties. The Loan Parties shall severally and not jointly indemnify each Recipient,within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed orasserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld ordeducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or notsuch Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to theamount of such payment or liability delivered to the applicable Borrower by a Lender (with a copy to the

Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absentmanifest error.

(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that a Loan Party has notalready indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties todo so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c)(ii) relating to themaintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paidby the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respectthereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Acertificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusiveabsent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any timeowing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any othersource against any amount due to the Administrative Agent under this paragraph.

(f) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax withrespect to payments made under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time ortimes reasonably requested by a Borrower or the Administrative Agent, such properly completed and executed documentationreasonably requested by such Borrower or the Administrative Agent as will permit such payments to be made without withholding orat a reduced rate of withholding. In addition, any Lender, if reasonably requested by a Borrower or the Administrative Agent, shalldeliver such other documentation prescribed by applicable law or reasonably requested by such Borrower or the AdministrativeAgent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender is subject to backupwithholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, thecompletion, execution and submission of such documentation (other than such documentation set forth in Section 2.16(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission wouldsubject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position ofsuch Lender.

(ii) Without limiting the generality of the foregoing:

(A) any Lender that is a U.S. Person shall deliver to the Company and the Administrative Agent on or priorto the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon thereasonable request of the Company or the Administrative Agent), executed originals of IRS Form W-9 certifying thatsuch Lender is exempt from U.S. Federal backup withholding Tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and theAdministrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date onwhich such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon thereasonable request of the Company or the Administrative Agent), whichever of the following is applicable:

(i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the UnitedStates is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRSForm W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S.

Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any otherapplicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “businessprofits” or “other income” article of such tax treaty;

(ii) executed originals of IRS Form W-8ECI;

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interestunder Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit L-1 to the effect thatsuch Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percentshareholder” of the Company within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreigncorporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y)executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or

(iv) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, aU.S. Tax Compliance Certificate substantially in the form of Exhibit L-2 or Exhibit L‑3, IRS Form W-9,and/or other certification documents from each beneficial owner, as applicable; provided that if the ForeignLender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming theportfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificatesubstantially in the form of Exhibit L-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and theAdministrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date onwhich such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon thereasonable request of the Company or the Administrative Agent), executed originals of any other form prescribed byapplicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, dulycompleted, together with such supplementary documentation as may be prescribed by applicable law to permit theCompany or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholdingTax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA(including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to theCompany and the Administrative Agent at the time or times prescribed by law and at such time or times reasonablyrequested by the Company or the Administrative Agent such documentation prescribed by applicable law (includingas prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested bythe Company or the Administrative Agent as may be necessary for the Company and the Administrative Agent tocomply with their obligations under FATCA and to determine that such Lender has complied with such Lender’sobligations under FATCA or to determine the amount to deduct and

withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments madeto FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccuratein any respect, it shall update such form or certification or promptly notify the Company and the Administrative Agent in writing ofits legal inability to do so.

(g) Additional Dutch Withholding Tax Matters. Each Lender and the Dutch Borrower shall cooperate incompleting any procedural formalities necessary for the Dutch Borrower to obtain authorization to make such payment withoutwithholding or deduction for Taxes imposed under the laws of the Netherlands. Each Lender shall notify the Dutch Borrower and theAdministrative Agent if such Lender determines in its sole discretion that it ceases to be entitled to claim the benefits of an incometax treaty to which the Netherlands is a party with respect to payments made by the Dutch Borrower hereunder.

(h) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it hasreceived a refund of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additionalamounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent ofindemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant GovernmentalAuthority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to suchindemnified party the amount paid over pursuant to this paragraph (plus any penalties, interest or other charges imposed by therelevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such GovernmentalAuthority. Notwithstanding anything to the contrary in this paragraph, in no event will the indemnified party be required to pay anyamount to an indemnifying party pursuant to this paragraph, the payment of which would place the indemnified party in a lessfavorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving riseto such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts withrespect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available itsTax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i) Survival. Each party’s obligations under this Section shall survive the resignation or replacement of theAdministrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and therepayment, satisfaction or discharge of all obligations under any Loan Document.

(j) Defined Terms. For purposes of this Section, the term “Lender” shall include any Issuing Bank and the term“applicable law” shall include FATCA.

SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Setoffs. (a) Each Borrower shall make eachpayment required to be made by it hereunder or under any other Loan Document prior to the time expressly required hereunder orunder such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York Citytime), on the date when due, in immediately available funds, without any defense, setoff, recoupment or counterclaim. Any amountsreceived after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the nextsucceeding Business Day for purposes of calculating interest thereon. All such payments shall be made to such account as may bespecified by the Administrative Agent, except that payments required to be made directly to any Issuing Bank shall be so made,payments pursuant to Sections 2.14, 2.15, 2.16

and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to thePersons specified therein. The Administrative Agent shall distribute any such payment received by it for the account of any otherPerson to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on aday that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of anypayment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each LoanDocument shall be made in U.S. dollars.

(b) Any proceeds of, or any collection from or other realization upon, any Collateral received by the AdministrativeAgent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents(which shall be applied as specified by the applicable Borrower), (B) a mandatory prepayment (which shall be applied in accordancewith Section 2.10) or (C) amounts to be applied from the Administrative Agent Accounts during a Cash Dominion Period (whichshall be applied in accordance with Section 2.09(d)) or (ii) at a time when an Event of Default has occurred and is continuing if theAdministrative Agent so elects or the Required Lenders so direct, and at all times after the exercise of remedies against the Collateralby the Administrative Agent, shall be applied ratably in the following order (the amounts so applied pursuant to any clause set forthbelow to be distributed among the Persons entitled thereto pursuant to such clause pro rata in accordance with the aggregate unpaidamounts referred to in such clause owed to them on the date of any such distribution):

first , to pay any fees, indemnities, expense reimbursements and other amounts then due to the Administrative Agent,the Co-Agent and the Issuing Banks (in their capacity as such) under the Loan Documents (other than principal, interest, anyreimbursement of an LC Disbursement, any Secured Cash Management Services Obligations or any Secured HedgingObligations);

second , to pay any indemnities and expense reimbursements then due to the Lenders under the Loan Documents(other than in connection with Secured Cash Management Services Obligations or Secured Hedging Obligations);

third , to pay accrued but unpaid interest on the Protective Advances;

fourth , to pay the principal of the Protective Advances;

fifth , to pay accrued but unpaid interest on the Revolving Loans and any fees then due to the Lenders;

sixth , to pay the principal of the Revolving Loans, unreimbursed LC Disbursements and (in each case up to but not inexcess of the amount of the Designated Pari Obligations Reserve, as the case may be, most recently established in respectthereof) of any Secured Cash Management Services Obligations arising under any Designated Pari Cash ManagementServices Agreement or any Secured Hedging Obligations arising under any Designated Pari Hedging Agreement;

seventh , to the extent not covered by clause sixth above, to pay to the Administrative Agent an amount equal to105% of the aggregate LC Exposure, to be held as cash collateral for such Loan Document Obligations,

eighth , to pay all Secured Cash Management Services Obligations and all Secured Hedging Obligations that, in eachcase, are not covered under clause sixth above, up to the amount most recently provided to the Administrative Agent pursuantto Section 2.21, and

ninth , to the payment of any other Secured Obligation due to the Administrative Agent, the Co-Agent, any IssuingBank, any Lender or any other Secured Party.

Notwithstanding the foregoing, (i) no amount received from any Subsidiary Loan Party shall be applied to any Excluded SwapObligation of such Subsidiary Loan Party, (ii) application of cash collateral deposited in respect of LC Exposure to other SecuredObligations shall be subject to the consent of the Issuing Banks to the extent required under Section 2.05(i), (iii) any such applicationof proceeds of, or any collection from or other realization upon, Collateral of any U.S. Loan Party shall be made solely to theSecured Obligations of the U.S. Loan Parties (disregarding, for this purpose, any such Secured Obligations arising as a result of anyGuarantee of the Secured Obligations of any Non-U.S. Loan Party), until all such Secured Obligations of the U.S. Loan Parties of alltypes are paid in full, prior to application to any Secured Obligations of any Non-U.S. Loan Parties and (iv) any such application ofproceeds of, or any collection from or other realization upon, Collateral of any Non-U.S. Loan Party shall be made solely to theSecured Obligations of the Non-U.S. Loan Parties. The Administrative Agent shall have absolute discretion as to the time ofapplication of any such payments and proceeds in accordance with this Agreement.

(c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect ofany principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Protective Advances resulting insuch Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LCDisbursements and Protective Advances and accrued interest thereon than the proportion received by any other Lender, then theLender receiving such greater proportion shall notify the Administrative Agent of such fact and shall purchase (for cash at facevalue) participations in the Revolving Loans and participations in LC Disbursements and Protective Advances of other Lenders tothe extent necessary so that the amount of all such payments shall be shared by the Lenders ratably in accordance with the aggregateamounts of principal of and accrued interest on their Revolving Loans and participations in LC Disbursements and ProtectiveAdvances; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto isrecovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and(ii) the provisions of this paragraph shall not be construed to apply to any payment made by a Borrower pursuant to and inaccordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time) or any paymentobtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LCDisbursements or Protective Advances to any Person that is an Eligible Assignee. Each Borrower consents to the foregoing andagrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to theforegoing arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to such participation asfully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date onwhich any payment is due to the Administrative Agent for the account of the Lenders or Issuing Banks hereunder that such Borrowerwill not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date inaccordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Banks, as the case may be, theamount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or Issuing Banks, as thecase may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender orIssuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the dateof payment to the Administrative Agent, at the greater of the NYFRB Rate and a rate determined by the Administrative Agent inaccordance with banking industry rules on interbank compensation.

(e) If any Lender shall fail to make any payment required to be made by it hereunder to or for the account of theAdministrative Agent or any Issuing Bank, then the Administrative Agent may, in its discretion (notwithstanding any contraryprovision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfysuch Lender’s obligations in respect of such payment until all such unsatisfied obligations have been discharged or (ii) hold any suchamounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender pursuant toSections 2.04(b), 2.05(d), 2.05(f), 2.06(b), 2.16(e), 2.17(d) and 9.03(c), in each case in such order as shall be determined by theAdministrative Agent in its discretion.

SECTION 2.18. Mitigation Obligations; Replacement of Lenders.

(a) If any Lender requests compensation under Section 2.14, or if a Borrower is required to pay any IndemnifiedTaxes or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant toSection 2.16, then such Lender shall (at the request of the Company) use commercially reasonable efforts to designate a differentlending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another ofits offices, branches or Affiliates if, in the judgment of such Lender, such designation or assignment and delegation (i) wouldeliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subjectsuch Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Each Borrowerhereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation orassignment and delegation.

(b) If (i) any Lender requests compensation under Section 2.14, (ii) a Borrower is required to pay any IndemnifiedTaxes or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant toSection 2.16, (iii) any Lender has become a Defaulting Lender or (iv) any Lender has failed to consent to a proposed amendment,waiver, discharge or termination that under Section 9.02 requires the consent of all the Lenders (or all the affected Lenders orSupermajority Lenders) and with respect to which the Required Lenders shall have granted their consent, then the Company may, atits sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate,without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than itsexisting rights to payments pursuant to Section 2.14 or 2.16) and obligations under this Agreement and the other Loan Documents toan Eligible Assignee that shall assume such obligations (which may be another Lender, if a Lender accepts such assignment anddelegation); provided that (A) the Company shall have received the prior written consent of the Administrative Agent and eachIssuing Bank, which consent shall not unreasonably be withheld or delayed, (B) such Lender shall have received payment of anamount equal to the outstanding principal of its Loans and participations in LC Disbursements and Protective Advances, accruedinterest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (in the case of such principal andaccrued interest and fees) or the applicable Borrower (in the case of all other amounts), (C) in the case of any such assignment anddelegation resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16,such assignment will result in a reduction in such compensation or payments, (D) such assignment does not conflict with applicablelaw and (E) in the case of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall havegiven such consent and, as a result of such assignment and delegation and any contemporaneous assignments and delegations andconsents, the applicable amendment, waiver, discharge or termination can be effected. A Lender shall not be required to make anysuch assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstancesentitling the Company to require such assignment and delegation have ceased to apply. Each party hereto agrees that an assignmentand delegation required pursuant to this paragraph may be effected

pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee and that theLender required to make such assignment and delegation need not be a party thereto.

SECTION 2.19. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if anyLender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) commitment fees shall cease to accrue on the unused amount of the Commitment of such Defaulting Lenderpursuant to Section 2.11(a);

(b) the Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determiningwhether the Required Lenders, the Supermajority Lenders or any other requisite Lenders have taken or may take any actionhereunder or under any other Loan Document (including any consent to any amendment, waiver or other modificationpursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders orall Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such DefaultingLender in accordance with the terms hereof;

(c) if any Protective Advance Exposure or LC Exposure exists at the time such Lender becomes a DefaultingLender then:

(i) the Protective Advance Exposure (other than any portion thereof with respect to which such DefaultingLender shall have funded its participation as contemplated by Section 2.04(b)) and LC Exposure (other than anyportion thereof attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shallhave funded its participation as contemplated by Sections 2.05(d) and 2.05(f)) of such Defaulting Lender shall bereallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages but only tothe extent that the sum of all Non-Defaulting Lenders’ Revolving Exposures after giving effect to such reallocationwould not exceed the sum of all Non-Defaulting Lenders’ Commitments;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowersshall within one Business Day following notice by the Administrative Agent (A) first, prepay the portion of suchDefaulting Lender’s Protective Advance Exposure (other than any portion thereof referred to in the parenthetical insuch clause (i)) that has not been reallocated and (B) second, cash collateralize in accordance with the procedures setforth in Section 2.05(i) for the benefit of the Issuing Banks the portion of such Defaulting Lender’s LC Exposure(other than any portion thereof referred to in the parenthetical in such clause (i)) that has not been reallocated for solong as such LC Exposure is outstanding;

(iii) if a Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant toclause (ii) above, such Borrower shall not be required to pay participation fees to such Defaulting Lender pursuant toSection 2.11(b) with respect to such portion of such Defaulting Lender’s LC Exposure for so long as such DefaultingLender’s LC Exposure is cash collateralized;

(iv) if any portion of the LC Exposure of such Defaulting Lender is reallocated pursuant to clause (i) above,then the fees payable to the Lenders pursuant to Section 2.11(b) shall be adjusted to give effect to such reallocation;and

(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cashcollateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any IssuingBank or any other Lender hereunder, all participation fees payable under Section 2.11(b) with respect to suchDefaulting Lender’s LC Exposure shall be payable to the Issuing Banks (and allocated among them ratably based onthe amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank)until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and

(d) so long as such Lender is a Defaulting Lender, (i) no Issuing Bank shall be required to issue, amend, renew orextend any Letter of Credit unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LCExposure will be fully covered by the Commitments of the Non-Defaulting Lenders and/or cash collateral provided by aBorrower in accordance with Section 2.19(c) and (ii) participating interests in any newly made Protective Advance or in anysuch issued, amended, renewed or extended Letter of Credit will be allocated among the Non-Defaulting Lenders in a mannerconsistent with Section 2.19(c)(i) (and such Defaulting Lender shall not participate therein).

In the event that (x) a Bankruptcy Event with respect to a Lender Parent shall have occurred following the date hereofand for so long as such Bankruptcy Event shall continue or (y) any Issuing Bank has a good faith belief that any Lender hasdefaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, no IssuingBank shall be required to issue, amend, renew or extend any Letter of Credit, unless such Issuing Bank shall have entered intoarrangements with a Borrower or such Lender satisfactory to such Issuing Bank to defease any risk to it in respect of such Lenderhereunder.

In the event that the Administrative Agent, the Company and each Issuing Bank each agree that a Defaulting Lenderhas adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Protective Advance Exposure andLC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lendershall purchase at par such of the Revolving Loans of the other Lenders as the Administrative Agent shall determine may benecessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.

SECTION 2.20. Incremental Commitments. (a) The Company may on one or more occasions, by written notice tothe Administrative Agent, request the establishment of Incremental Commitments, provided that the aggregate amount of all theIncremental Commitments established hereunder shall not exceed US$50,000,000 during the term of this Agreement. Each suchnotice shall specify (i) the date on which the Company proposes that the Incremental Commitments shall be effective, which shall bea date not less than 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) after the date onwhich such notice is delivered to the Administrative Agent, and (ii) the amount of the Incremental Commitments being requested (itbeing agreed that (x) any Lender approached to provide any Incremental Commitment may elect or decline, in its sole discretion, toprovide such Incremental Commitment and (y) any Person that the Company proposes to become an Incremental Lender, if suchPerson is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent and each Issuing Bank(such approval not to be unreasonably withheld or delayed)).

(b) The terms and conditions of any Incremental Commitment and the Loans and other extensions of credit to bemade thereunder shall be identical to those of the Commitments and the Loans and other extensions of credit made thereunder;provided that, if the Company determines to increase the interest

rate or fees payable in respect of Incremental Commitments or Loans and other extensions of credit made thereunder, such increaseshall be permitted if the interest rate or fees payable in respect of the other Commitments or Loans and other extensions of creditmade thereunder, as applicable, shall be increased to equal such interest rate or fees payable in respect of such IncrementalCommitments or Loans and other extensions of credit made thereunder, as the case may be.

(c) The Incremental Commitments shall be effected pursuant to one or more Incremental Facility Agreementsexecuted and delivered by the Borrowers, each Incremental Lender providing such Incremental Commitments and theAdministrative Agent; provided that no Incremental Commitments shall become effective unless (i) no Default shall have occurredand be continuing on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to suchIncremental Commitments and the making of Loans and issuance of Letters of Credit thereunder to be made on such date, (ii) on thedate of the effectiveness thereof the representations and warranties of each Loan Party set forth in the Loan Documents shall be trueand correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in allmaterial respects, in each case on and as of such date, except in the case of any such representation and warranty that expresslyrelates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date, (iii)the Borrowers shall make any payments required to be made pursuant to Section 2.15 in connection with such IncrementalCommitments and the related transactions under this Section and (iv) the Borrowers shall have delivered to the Administrative Agentsuch legal opinions, board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreements and other documents asshall reasonably be requested by the Administrative Agent in connection with any such transaction. Each Incremental FacilityAgreement may, without the consent of any Lender (but with the consent of the Company), effect such amendments to thisAgreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to giveeffect to the provisions of this Section.

(d) Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender,if not already a Lender, shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefitsaccruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunderand under the other Loan Documents, (ii) such Incremental Commitment shall constitute (or, in the event such Incremental Lenderalready has a Commitment, shall increase) the Commitment of such Incremental Lender and (B) the Aggregate Commitment shall beincreased by the amount of such Incremental Commitment, in each case, subject to further increase or reduction from time to time asset forth in the definition of the term “Commitment”. For the avoidance of doubt, upon the effectiveness of any IncrementalCommitment, the Revolving Exposures and the Applicable Percentages of all the Lenders shall automatically be adjusted to giveeffect thereto.

(e) On the date of effectiveness of any Incremental Commitments, (i) the aggregate outstanding principal amount ofthe Revolving Loans made to each Borrower (the “ Existing Revolving Borrowings ” of such Borrower) immediately prior to theeffectiveness of such Incremental Commitments shall be deemed to be repaid, (ii) each Incremental Lender that shall have had aCommitment prior to the effectiveness of such Incremental Commitments shall pay to the Administrative Agent in same day fundsan amount equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effectto the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting RevolvingBorrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effectto the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Existing RevolvingBorrowings, (iii) each Incremental Lender that shall not have had a Commitment prior to the effectiveness of such IncrementalCommitments shall pay to Administrative Agent in same day funds an amount equal to the

product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such IncrementalCommitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agentreceives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Lender the portion of suchfunds that is equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated without givingeffect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Existing RevolvingBorrowings, and (B) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness ofsuch Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (v) after theeffectiveness of such Incremental Commitments, each Borrower shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings ” of such Borrower) in an aggregate amount equal to the aggregate amount of such Borrower’sExisting Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered by suchBorrower to the Administrative Agent in accordance with Section 2.03 (and such Borrower shall deliver such Borrowing Request),(vi) each Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after givingeffect to the effectiveness of such Incremental Commitments) and (vii) each Borrower shall pay each Lender any and all accrued butunpaid interest on its Loans comprising the Existing Revolving Borrowings of such Borrower. The deemed payments of the ExistingRevolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the applicable Borrower pursuant tothe provisions of Section 2.15 if the date of the effectiveness of such Incremental Commitments occurs other than on the last day ofthe Interest Period relating thereto.

(f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of anynotice from the Company referred to in Section 2.20(a) and of the effectiveness of any Incremental Commitments, in each caseadvising the Lenders of the details thereof and of the Applicable Percentages of the Lenders after giving effect thereto and of thepayments required to be made pursuant to Section 2.20(e).

SECTION 2.21. Secured Cash Management Services Obligations and Secured Hedging Obligations. In addition tothe notice and information required by the definition of Secured Cash Management Services Agreement or Secured HedgingAgreement, each Lender and each Affiliate thereof holding any Secured Cash Management Services Obligations or Secured HedgingObligations is authorized from time to time to deliver to the Administrative Agent and the Co-Agent, and each of the AdministrativeAgent and the Co-Agent is authorized (but shall not be required) from time to time to request from any such Lender or Affiliatethereof, a summary of the amounts due or to become due in respect of any Secured Cash Management Services Agreement orSecured Hedging Agreement. The Administrative Agent and the Co-Agent shall be entitled to use the most recent informationprovided to it in determining the amount of any Designated Pari Obligations Reserve or the amounts to be applied in respect of anySecured Cash Management Services Obligations or Secured Hedging Obligations pursuant to Section 2.17(b).

SECTION 2.22. Dutch Borrower Agent. The Dutch Borrower hereby irrevocably appoints the Company as itsrepresentative and agent for all purposes of this Agreement and the other Loan Documents, including (a) the giving and receipt ofnotices (including any Borrowing Request, any Interest Election Request, any request for a Letter of Credit, delivery or receipt ofCommunications, preparation and delivery of Borrowing Base Certificates and financial reports, requests for waivers, amendmentsor other modifications of the Loan Documents (including in respect of compliance with covenants)), (b) the execution and deliveryof all documents, instruments and certificates contemplated herein (other than execution and delivery of any Loan Document orother binding contract (but not, for the avoidance of doubt, any Borrowing Request, Interest Election Request or any request for aLetter of Credit), or any amendment, waiver or other modification of any Loan Document or other binding contract to which theDutch Borrower is a party) and

(c) all other dealings with the Administrative Agent, the Co-Agent, any Issuing Bank or any Lender (other than execution anddelivery of any Loan Document or other binding contract (but not, for the avoidance of doubt, any Borrowing Request, InterestElection Request or any request for a Letter of Credit), or any amendment, waiver or other modification of any Loan Document orother binding contract to which the Dutch Borrower is a party), and the Dutch Borrower releases the Company from any restrictionson representing several Persons and self-dealing under any applicable law. The Company hereby accepts such appointment asrepresentative and agent of the Dutch Borrower. Notwithstanding any other provision of this Agreement or any other LoanDocument:

(i) the Administrative Agent, the Co-Agent, the Issuing Banks and the Lenders shall be entitled to rely upon, andshall be fully protected in relying upon, any notice or Communication (including any Borrowing Request or any InterestElection Request) delivered on behalf of the Dutch Borrower by the Company;

(ii) the Administrative Agent, the Co-Agent, the Issuing Banks and the Lenders may give any notice to or make anyother Communication with the Dutch Borrower hereunder or under any other Loan Document to or with the Company;

(iii) the Dutch Borrower agrees that any notice, election, communication, representation, agreement or undertakingmade on its behalf by the Company (other than the execution and delivery of any Loan Document or any amendment, waiveror other modification of any Loan Document to which the Dutch Borrower is a party) shall be binding upon and enforceableagainst it.

ARTICLE III

Representations and Warranties

Each of the Company and the Dutch Borrower represents and warrants to the Lenders that:

SECTION 3.01. Organization; Powers. The Company and each Subsidiary is duly formed, incorporated ororganized, as applicable, validly existing and in good standing (or, if applicable in a foreign jurisdiction, enjoys the equivalent statusunder the laws of any jurisdiction of formation, incorporation or organization outside the United States of America) under the lawsof the jurisdiction of its formation, incorporation or organization, as applicable, has all requisite corporate or other organizationalpower and authority and all material Governmental Approvals required for the ownership and operation of its properties and theconduct of its business as now conducted and as proposed to be conducted and, except where the failure to do so, individually or inthe aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business, and is in goodstanding, in every jurisdiction where such qualification is required.

SECTION 3.02. Authorization; Enforceability. The Transactions to be entered into by each Loan Party are withinsuch Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or otherorganizational action and, if required, stockholder or other equityholder action of each Loan Party. This Agreement has been dulyexecuted and delivered by each of the Company and the Dutch Borrower and constitutes, and each other Loan Document to whichany Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and bindingobligation of the Company, the Dutch Borrower or such Loan Party, as the case may be, enforceable against it in accordance with itsterms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, winding-up or other laws affecting creditors’ rightsgenerally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03. Governmental Approvals; Absence of Conflicts. The Transactions (a) do not require any consentor approval of, registration or filing with or any other action by any Governmental Authority, except (i) such as have been obtainedor made and are in full force and effect and (ii) filings necessary to perfect Liens created under the Loan Documents, (b) will notviolate any applicable law, including any order of any Governmental Authority, except to the extent any such violations, individuallyor in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) will not violate the charter, by-lawsor other organizational or constitutional documents of the Company or any Subsidiary, (d) will not violate or result (alone or withnotice or lapse of time, or both) in a default under any agreement or instrument binding upon the Company or any Subsidiary or anyof their assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by the Company or anySubsidiary, or give rise to a right of, or result in, any termination, cancellation, acceleration or right of renegotiation of anyobligation thereunder, in each case except to the extent that the foregoing, individually or in the aggregate, could not reasonably beexpected to result in a Material Adverse Effect, and (e) except for Liens created under the Loan Documents, will not result in thecreation or imposition of any Lien on any asset of the Company or any Subsidiary.

SECTION 3.04. Financial Condition; No Material Adverse Change.

(a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of operations,redeemable convertible preferred stock and stockholders’ equity (deficit) and cash flows as of and for the fiscal year endedDecember 31, 2015, audited by and accompanied by the opinion of PricewaterhouseCoopers LLP, independent registered publicaccounting firm. Such financial statements present fairly, in all material respects, the financial position, results of operations andcash flows of the Company and its consolidated Subsidiaries as of such date and for such period in accordance with GAAP.

(a) Except as disclosed in the financial statements referred to above or the notes thereto or in the ConfidentialInformation Memorandum, after giving effect to the Transactions, neither the Company nor any Subsidiary has, as of the EffectiveDate, any material contingent liabilities, unusual long-term commitments or unrealized losses.

(b) Since December 31, 2015, there has been no event or condition that has resulted, or could reasonably beexpected to result, in a material adverse change in the business, results of operations, assets, liabilities or condition (financial orotherwise) of the Company and the Subsidiaries, taken as a whole.

SECTION 3.05. Properties. (a) The Company and each Subsidiary has (i) good and marketable title to (in the caseof fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii)valid licensed rights in (in the case of licensed interests in Intellectual Property) and (iv) good and marketable title to (in the case ofall other personal property) all of their assets reflected in the financial statements referred to in Section 3.04(a) or, after the firstdelivery thereof, in the consolidated financial statements of the Company most recently delivered pursuant to Section 5.01, in eachcase except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwisepermitted by this Agreement and except for Liens permitted under Section 6.02 and defects that, individually or in the aggregate, donot materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of theCompany or any Subsidiary.

(b) The Company and each Subsidiary owns, or is licensed to use, all Intellectual Property that is necessary for theconduct of its business as currently conducted, and proposed to be conducted, and without conflict with the rights of any otherPerson, except to the extent any such conflict, individually or in the aggregate, could not reasonably be expected to result in aMaterial Adverse Effect. No Intellectual

Property used by the Company or any Subsidiary in the operation of its business infringes upon the rights of any other Person, exceptfor any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material AdverseEffect. No claim or litigation regarding any Intellectual Property owned or used by the Company or any Subsidiary is pending or, tothe knowledge of the Company or any Subsidiary, threatened against the Company or any Subsidiary that, individually or in theaggregate, would reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06. Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or beforeany arbitrator or Governmental Authority pending against or, to the knowledge of the Company or any Subsidiary, threatened inwriting against or affecting the Company or any Subsidiary that (i) would reasonably be expected, individually or in the aggregate, toresult in a Material Adverse Effect or (ii) involve any of the Loan Documents or the Transactions.

(b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected toresult in a Material Adverse Effect, neither the Company nor any Subsidiary (i) has failed to comply with any Environmental Law orto obtain, maintain or comply with Governmental Approval required under any Environmental Law, (ii) has become subject to anyEnvironmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basisfor any Environmental Liability.

SECTION 3.07. Compliance with Laws and Agreements. The Company and each Subsidiary is in compliance withall laws, including all orders of Governmental Authorities, applicable to it or its property and all agreements and other instrumentsbinding upon it or its property, except where the failure to comply, individually or in the aggregate, could not reasonably be expectedto result in a Material Adverse Effect. No Default has occurred and is continuing.

SECTION 3.08. Investment Company Status. Neither the Company nor any Subsidiary is an “investmentcompany” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.09. Taxes. The Company and each Subsidiary has timely filed or caused to be filed all Tax returns andreports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except where (a)(i)the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) the Company or such Subsidiary, asapplicable, has set aside on its books reserves with respect thereto to the extent required by GAAP and (iii) such contest effectivelysuspends collection of the contested obligation and the enforcement of any Lien securing such obligation or (b) the failure to do socould not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10. ERISA. No ERISA Events have occurred or are reasonably expected to occur that could, in theaggregate, reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligationsunder each Plan (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, as of thedate of the most recent financial statements reflecting such amounts, exceed by more than US$25,000,000 the fair value of the assetsof such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions usedfor purposes of Accounting Standards Codification Topic 715) did not, as of the date or dates of the most recent financial statementsreflecting such amounts, exceed by more than US$25,000,000 the fair value of the assets of all such underfunded Plans.

SECTION 3.11. Subsidiaries and Joint Ventures; Disqualified Equity Interests. Schedule 3.11 sets forth, as of theEffective Date, the name and jurisdiction of formation, incorporation or organization of, and the percentage of each class of EquityInterests owned by the Company or any Subsidiary in, (a) each Subsidiary and (b) each joint venture in which the Company or anySubsidiary owns any Equity Interests, and identifies each Designated Subsidiary and each Material Subsidiary. The Equity Interestsin each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth onSchedule 3.11, as of the Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which theCompany or any Subsidiary is a party requiring, and there are no Equity Interests in any Subsidiary outstanding that upon exercise,conversion or exchange would require, the issuance by any Subsidiary to any Person other than the Company or a Subsidiary of anyadditional Equity Interests or other securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribefor or purchase any Equity Interests in any Subsidiary. As of the Effective Date, neither the Company nor any Subsidiary have anyoutstanding Disqualified Equity Interests.

SECTION 3.12. Insurance. Schedule 3.12 sets forth a description of all insurance maintained by or on behalf of theCompany and the Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance havebeen paid.

SECTION 3.13. Solvency. Immediately after the making of each Loan on the occasion of each Borrowing and theapplication of the proceeds thereof, and giving effect to the rights of subrogation and contribution under the Guarantee Agreement,(a) the fair value of the assets of the Company and the Subsidiaries, taken together on a consolidated basis, will exceed their debtsand liabilities, subordinated, contingent or otherwise, on a consolidated basis, (b) the present fair saleable value of the assets of theCompany and the Subsidiaries, taken together on a consolidated basis, will be greater than the amount that will be required to pay theprobable liability on their debts and other liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such debts andother liabilities become absolute and matured, (c) the Company and the Subsidiaries, taken together on a consolidated basis, will beable to pay their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such debts and liabilitiesbecome absolute and matured and (d) the Company and the Subsidiaries, taken together on a consolidated basis, will not haveunreasonably small capital, on a consolidated basis, with which to conduct the business in which they are engaged, as such businessis conducted at the time of and is proposed to be conducted following the making of such Loan. For purposes of this paragraph, theamount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstancesexisting at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective ofwhether such contingent liabilities meet the criteria for accrual under GAAP).

SECTION 3.14. Disclosure. The Company and the Dutch Borrower have disclosed to the Lenders all agreements,instruments and corporate or other restrictions to which the Company or any Subsidiary is subject, and all other matters known to theCompany or any Subsidiary, that, individually or in the aggregate, would reasonably be expected to result in a Material AdverseEffect. Neither the Confidential Information Memorandum nor any of the other reports, financial statements, certificates or otherwritten or formally presented (such as in due diligence calls) information (other than information of a general economic nature andgeneral information about the Company’s industry) furnished by or on behalf of the Company or any Subsidiary to theAdministrative Agent, the Co-Agent, any Arranger or any Lender in connection with the negotiation of this Agreement or any otherLoan Document, included herein or therein or furnished hereunder or thereunder, when taken as a whole, contains any materialmisstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstancesunder which they were made, not materially misleading; provided that, with respect to forecasts, projected financial information andother forward-looking information, each of the Company and the Dutch Borrower represents only that

such information was prepared and made in good faith based upon assumptions believed by it to be reasonable at the time made andat the time so furnished and, if furnished prior to the Effective Date, as of the Effective Date (it being understood that such forecastsand projections may vary from actual results and that such variances may be material and that other forward-looking information isinherently susceptible to uncertainty and changes in circumstances).

SECTION 3.15. Inventory Vendor Purchase Agreements; Intercompany Inventory Title Transfer Agreements. (a)Schedule 3.15(a) sets forth, as of the Effective Date, each Material Inventory Vendor Purchase Agreement. The Company and theDutch Borrower have delivered to the Administrative Agent a complete and correct copy of each such Material Inventory VendorPurchase Agreement, including complete and correct copies of all schedules, exhibits and annexes thereto that are in effect as of theEffective Date and a sample purchase order and a sample invoice thereunder.

(b) Schedule 3.15(b) sets forth, as of the Effective Date, each Intercompany Inventory Title Transfer Agreement.The Company and the Dutch Borrower have delivered to the Administrative Agent a complete and correct copy of each suchIntercompany Inventory Title Transfer Agreement, including complete and correct copies of all schedules, exhibits and annexesthereto that are in effect as of the Effective Date.

SECTION 3.16. Collateral Matters. (a) The U.S. Collateral Agreement, upon execution and delivery thereof by theparties thereto, will create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceablesecurity interest in the Collateral (as defined therein) and (i) when the Collateral (as defined therein) constituting certificatedsecurities (as defined in the Uniform Commercial Code) is delivered to the Administrative Agent, together with instruments oftransfer duly endorsed in blank, the security interest created under the U.S. Collateral Agreement will constitute a perfected securityinterest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, and(ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under theU.S. Collateral Agreement will constitute a perfected security interest in all right, title and interest of the Loan Parties in theremaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financingstatements, prior and superior to the rights of any other Person, except for rights secured by Liens permitted under Section 6.02.

(b) Upon the recordation of the U.S. IP Security Agreements with the United States Patent and Trademark Officeor the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of thisSection, the security interest created under the U.S. Collateral Agreement will constitute a perfected security interest in all right, titleand interest of the Loan Parties in the Intellectual Property constituting Collateral (as defined in the U.S. Collateral Agreement) inwhich a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to anyother Person, but subject to Liens permitted under Section 6.02 (it being understood that subsequent recordings in the United StatesPatent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in suchIntellectual Property acquired by the Loan Parties after the Effective Date).

(c) Each Security Document, other than any Security Document referred to in the preceding paragraphs of thisSection, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actionsprovided for therein, will be effective under applicable law to create in favor of the Administrative Agent, for the benefit of theSecured Parties, a valid and enforceable security interest in the Collateral subject thereto, and will constitute a perfected securityinterest in all right,

title and interest of the Loan Parties in the Collateral subject thereto, prior and superior to the rights of any other Person, except forrights secured by Liens permitted under Section 6.02.

SECTION 3.17. Federal Reserve Regulations. Neither the Company nor any Subsidiary is engaged or will engage,principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning ofRegulation U of the Board of Governors), or extending credit for the purpose of purchasing or carrying margin stock. No part of theproceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation (including on the part of anyLender) of any of the regulations of the Board of Governors, including Regulations U and X. Not more than 25% of the value of theassets subject to any restrictions on the sale, pledge or other disposition of assets under this Agreement, any other Loan Document orany other agreement to which any Lender or Affiliate of a Lender is party will at any time be represented by margin stock.

SECTION 3.18. Anti-Corruption Laws and Sanctions . The Company has implemented and maintains in effectpolicies and procedures designed to ensure compliance by the Company and the Subsidiaries and their respective directors, officers,employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Company and the Subsidiaries and theirrespective officers and employees (with respect to the business of the Company and the Subsidiaries) and, to the knowledge of theCompany and the Dutch Borrower, their directors and agents (with respect to the business of the Company and the Subsidiaries), arein compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in anyactivity that would reasonably be expected to result in the Company or any Subsidiary being designated as a Sanctioned Person.None of (a) the Company, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of theCompany or the Dutch Borrower, any agent of the Company or any Subsidiary that will act in any capacity in connection with orbenefit from the credit facility established hereby, is a Sanctioned Person. The Transactions will not violate any Anti-CorruptionLaw or applicable Sanctions.

SECTION 3.19. Choice of Law Provisions. The choice of law provisions set forth in Section 9.09 are legal, validand binding under the laws of the Netherlands and each other jurisdiction in which any Non-U.S. Loan Party is organized, andneither the Company nor the Dutch Borrower knows of any reason why the courts of the Netherlands or any such other jurisdictionwill not give effect to the choice of law of the State of New York as the proper law. The Dutch Borrower has the legal capacity tosue and be sued in its own name under the laws of the Netherlands and each other Non-U.S. Loan Party has the legal capacity to sueand be sued in its own name under the laws of its jurisdiction of formation, incorporation or organization, as applicable. Each of theNon-U.S. Loan Parties has the power to submit, and has irrevocably submitted, to the exclusive jurisdiction of the Supreme Court ofthe State of New York sitting in New York County and of the United States District Court of the Southern District of New York, andany appellate court from any thereof, and such irrevocable submission and the waiver by each Non-U.S. Loan Party of any immunityand any objection to the venue of the proceedings in such Federal or State court are legal, valid and binding obligations of such Non-U.S. Loan Party, and neither the Company nor the Dutch Borrower knows of any reason why the courts of the Netherlands or anyother jurisdiction where any Non-U.S. Loan Party is organized would not give effect to such submission and waivers. Each Non-U.S.Loan Party has validly and irrevocably appointed the Authorized Agent as its authorized agent for the purpose described in Section9.09. Service of process in the manner set forth in Section 9.09(b) will be effective to confer valid personal jurisdiction over eachNon-U.S. Loan Party, and the courts of the jurisdiction of formation, incorporation or organization, as applicable, of such Non-U.S.Loan Party will recognize as valid and final, and will enforce, any final and conclusive judgment against such Non-U.S. Loan Partyobtained in any such Federal or State court arising out of or in relation to the obligations such Non-U.S. Loan Party under the LoanDocuments. The representations set forth in this Section are subject to applicable bankruptcy, insolvency,

reorganization, moratorium, winding-up or other laws affecting creditors’ rights generally and to general principles of equity,regardless of whether considered in a proceeding in equity or at law.

SECTION 3.20. No Immunity. Each Non-U.S. Loan Party is subject to civil and commercial laws with respect toits obligations under this Agreement and the other Loan Documents to which it is a party, and the execution, delivery andperformance by such Non-U.S. Loan Party of this Agreement and any other Loan Documents to which it is a party constitute andwill constitute private and commercial acts and not public or governmental acts. None of the Non-U.S. Loan Parties or any of theirproperties has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachmentprior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Non-U.S.Loan Party is formed, incorporated or organized, as applicable, in respect of its obligations under this Agreement or any other LoanDocuments to which it is a party.

SECTION 3.21. Proper Form; No Recordation. This Agreement and each other Loan Document are in proper legalform under the laws of the jurisdiction in which each Non-U.S. Loan Party that is a party thereto is formed, incorporated ororganized, as applicable, for the enforcement thereof against such Non-U.S. Loan Party under the laws of such jurisdiction and toensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement and such other Loan Document,provided that, with respect to enforceability or admissibility in evidence, this Agreement or such other Loan Document may have tobe translated into the official language of the relevant jurisdiction at the time of the enforcement or admission thereof, as applicable.It is not necessary, in order to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement orany other Loan Document, that (a) this Agreement or any other Loan Document be filed, registered or recorded with, or executed ornotarized before, any court or other Governmental Authority in the jurisdiction in which any Non-U.S. Loan Party that is a partythereto is formed, incorporated or organized, as applicable, other than (i) any filing, registration or recording in connection with theperfection of Liens granted under the Security Documents, (ii) any filing, registration or recording that is not required to be madeuntil enforcement of the applicable Loan Document, and (iii) any filing, registration, recording or notarization that is set forth onSchedule 3.21 or that is expressly referred to in any Loan Document executed and delivered by the parties thereto after the datehereof, or (b) any registration charge or stamp or similar tax be paid on or in respect of this Agreement or any such other LoanDocument.

SECTION 3.22. Ranking of Obligations. The Obligations of each Non-U.S. Loan Party rank at least equally withall of the unsubordinated Indebtedness of such Non-U.S. Loan Party, except liabilities mandatorily (and not consensually) preferredby law, and ahead of all subordinated indebtedness, if any, of such Non-U.S. Loan Party.

SECTION 3.23. Centre of Main Interest. For the purposes of the Council of the European Union Regulation No.1346/2000 on Insolvency Proceedings, as amended, each Loan Party formed, incorporated or organized, as applicable, under thelaws of the country that is a member of the European Union has its centre of main interests (as that term is used in Article 3(1)therein) situated in its jurisdiction of incorporation.

ARTICLE IV

Conditions

SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issueLetters of Credit hereunder shall not become effective until the date on which each of the following conditions shall be satisfied (orwaived in accordance with Section 9.02):

(a) The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreementsigned on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimiletransmission or electronic transmission of a “pdf” copy of a signature by such party of a counterpart hereof) that such partyhas signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the AdministrativeAgent, the Lenders and the Issuing Banks and dated the Effective Date) of each of (i) Fenwick & West LLP, United Statescounsel for the Company, (ii) Loyens & Loeff N.V., Dutch counsel for the Administrative Agent and the Arrangers, (iii)Mayer Brown JSM, Hong Kong counsel for the Administrative Agent and the Arrangers, and (iv) Walkers, Cayman Islandscounsel, in each case in form and substance reasonably satisfactory to the Administrative Agent.

(c) The Administrative Agent shall have received such customary documents and certificates as the AdministrativeAgent may reasonably request relating to the formation, incorporation, organization, existence and good standing of eachLoan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the LoanDocuments or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent.

(d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the chiefexecutive officer or the chief financial officer of the Company, confirming compliance with the conditions set forth in thefirst sentence of paragraph (f) of this Section and paragraphs (a) and (b) of Section 4.02.

(e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to theEffective Date, including payment or reimbursement of all fees and expenses (including fees, charges and disbursements ofcounsel) required to be paid or reimbursed by any Loan Party under the Engagement Letter or any Loan Document.

(f) The Collateral and Guarantee Requirement shall have been satisfied, subject to the final sentence of this Section.The Administrative Agent shall have received a completed Perfection Certificate, dated the Effective Date and signed by aFinancial Officer of the Company, together with all attachments contemplated thereby, including the results of a search of theUniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated bythe Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search andevidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similardocuments) are permitted under Section 6.02 or have been, or substantially contemporaneously with the initial funding ofLoans on the Effective Date will be, released.

(g) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect,together with endorsements naming the Administrative Agent, for the benefit of the Secured Parties, as additional insured andlender loss payee thereunder to the extent required under Section 5.08.

(h) The Lenders shall have received (i) the annual financial projections for the Company and its consolidatedSubsidiaries for the fiscal years 2016 through 2020 and (ii) the quarterly financial projections for the Company and itsconsolidated Subsidiaries (including projections of the Aggregate Borrowing Base, the U.S. Borrowing Base and the Non-U.S. Borrowing Base) for the fiscal years 2016 and 2017.

(i) The Lenders shall have received the financial statements, opinions and certificates referred to in Section 3.04.

(j) The Lenders shall have received a certificate, dated the Effective Date and signed by the chief financial officerof the Company, as to the solvency of the Loan Parties on a consolidated basis after giving effect to the Transactions, in formand substance reasonably satisfactory to the Administrative Agent.

(k) The Lenders shall have received all documentation and other information required by bank regulatoryauthorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USAPATRIOT Act.

(l) The Lenders shall have received (i) a completed Borrowing Base Certificate, which shall set forth informationrequired therein as of February 29, 2016, and shall be dated the Effective Date and signed by a Financial Officer of theCompany, and (ii) the results of a field examination and appraisal with respect to Accounts and Inventory of the U.S. LoanParties and the Dutch Borrower, in form and substance, and prepared by the Persons, reasonably satisfactory to each of theAdministrative Agent and the Co-Agent.

The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive andbinding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters ofCredit hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived inaccordance with Section 9.02) at or prior to 5:00 p.m., New York City time, on March 25, 2016 (and, in the event such conditionsshall not have been so satisfied or waived, the Commitments shall terminate at such time); provided , solely with respect to thematters expressly identified in the Post-Closing Letter Agreement, the satisfaction by the Loan Parties of the foregoing conditionsshall not be required on the Effective Date, and shall not be a condition to the obligation of the Lenders to make Loans and of theIssuing Banks to issue Letters of Credit hereunder, but shall be required to be accomplished in accordance with the Post-ClosingLetter Agreement.

SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of anyBorrowing (other than any conversion or continuation of any Loan), and of each Issuing Bank to issue, amend to increase the amountthereof, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to thesatisfaction of the following conditions:

(a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct(i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all materialrespects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension ofsuch Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to aprior date, in which case such representation and warranty shall be so true and correct on and as of such prior date.

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal orextension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

(c) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal orextension of such Letter of Credit, as applicable, (i) the Aggregate Revolving Exposure will not exceed the lesser of theAggregate Commitment then in effect and the Aggregate

Borrowing Base then in effect and (ii) the U.S. Revolving Exposure will not exceed the U.S. Borrowing Base then in effect.

On the date of any Borrowing (other than a Protective Advance and other than any conversion or continuation of any Loan) or theissuance, amendment to increase the amount thereof, renewal or extension of any Letter of Credit, the Company or the DutchBorrower, as applicable, shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and(c) of this Section have been satisfied.

ARTICLE V

Affirmative Covenants

Until the Commitments shall have expired or been terminated, the principal of and interest on each Loan and all feespayable hereunder shall have been paid in full, all Letters of Credit shall have expired or been terminated and all LC Disbursementsshall have been reimbursed, each of the Company and the Dutch Borrower covenants and agrees with the Lenders that:

SECTION 5.01. Financial Statements and Other Information. The Company and the Dutch Borrower will furnishto the Administrative Agent and, in the case of Sections 5.01(e), 5.01(j) and 5.01(k), the Co-Agent, on behalf of each Lender:

(a) as soon as available and in any event within 90 days after the end of each fiscal year of the Company (or, solong as the Company shall be subject to periodic reporting obligations under the Exchange Act, by the date that the AnnualReport on Form 10-K of the Company for such fiscal year would be required to be filed under the rules and regulations of theSEC, giving effect to any automatic extension available thereunder for the filing of such form), its audited consolidatedbalance sheet and related consolidated statements of operations, stockholders’ equity and cash flows as of the end of and forsuch fiscal year, setting forth in each case in comparative form the figures for the prior fiscal year, all audited by andaccompanied by the opinion of PricewaterhouseCoopers LLP or another independent registered public accounting firm ofrecognized national standing (without a “going concern” or like qualification, exception or emphasis and without anyqualification, exception or emphasis as to the scope of such audit) to the effect that such consolidated financial statementspresent fairly, in all material respects, the financial position, results of operations and cash flows of the Company and itsconsolidated Subsidiaries on a consolidated basis as of the end of and for such year in accordance with GAAP;

(b) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters ofeach fiscal year of the Company and the Dutch Borrower (or, so long as the Company shall be subject to periodic reportingobligations under the Exchange Act, by the date that the Quarterly Report on Form 10-Q of the Company for such fiscalquarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extensionavailable thereunder for the filing of such form), its consolidated balance sheet as of the end of such fiscal quarter and relatedconsolidated statement of operations for such fiscal quarter and the then elapsed portion of the fiscal year and the relatedconsolidated statements of cash flows for the then elapsed portion of the fiscal year, setting forth in each case in comparativeform the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the priorfiscal year, all certified by a Financial Officer of the Company as presenting fairly, in all material respects, the financialposition, results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis as ofthe end of and for such fiscal quarter and such

portion of the fiscal year in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certainfootnotes;

(c) concurrently with each delivery of financial statements under clause (a) or (b) above, as applicable, a completedCompliance Certificate signed by a Financial Officer of the Company, (i) certifying as to whether a Default has occurred and,if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto,(ii) setting forth reasonably detailed calculations of the Fixed Charge Coverage Ratio for the period of four consecutive fiscalquarters ending with the most recent period covered by such financial statements (whether or not the Financial CovenantCompliance Period shall then be in effect), (iii) unless otherwise disclosed in the financial statements delivered pursuant toclause (a) or (b) above, stating whether any change in GAAP or in the application thereof has occurred since the date of theconsolidated balance sheet of the Company most recently theretofore delivered under clause (a) or (b) above (or, prior to thefirst such delivery, referred to in Section 3.04) that, to the knowledge of such Financial Officer, has had or could reasonablybe expected to have a significant effect on the calculation of the Fixed Charge Coverage Ratio or any other financial ratioreferred to in this Agreement or on the calculation of the Aggregate Borrowing Base, the U.S. Borrowing Base or the Non-U.S. Borrowing Base, in each case, specifying the nature of such change and, if known, the effect thereof on suchcalculations, (iv) stating whether any other change in the historical accounting practices, systems or reserves of the Companyand the Subsidiaries has occurred that, to the knowledge of such Financial Officer, has had or could reasonably be expectedto have a significant effect on the calculation of the Aggregate Borrowing Base, the U.S. Borrowing Base or the Non-U.S.Borrowing Base, in each case, specifying the nature of such change and the effect thereof on such calculation, and(v) certifying that all notices required to be provided under Sections 5.02, 5.03 and 5.04 have been provided;

(d) as soon as available and in any event within 90 days of the beginning of each fiscal year of the Company, adetailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related projectedstatements of income and cash flows as of the end of and for such fiscal year and setting forth the material assumptions usedfor purposes of preparing such budget) and promptly after the same become available, any significant revisions to suchbudget;

(e) as soon as available but in any event within 15 Business Days after (or, during any Cash Dominion Period, onthe Wednesday following) each Borrowing Base Reporting Date, (i) a completed Borrowing Base Certificate calculating andcertifying the Aggregate Borrowing Base, the U.S. Borrowing Base, the Non-U.S. Borrowing Base and the ExcessAvailability as of such Borrowing Base Reporting Date, in each case signed by a Financial Officer of the Company and withsuch supporting documentation with respect to the Aggregate Borrowing Base, the U.S. Borrowing Base, the Non-U.S.Borrowing Base and the Excess Availability as is contemplated thereby, and (ii) a Dutch Supplemental Security Agreement,executed by the Dutch Borrower on its behalf and on behalf of the pledgee thereunder, together with evidence that suchDutch Supplemental Security Agreement has been provided to the Dutch tax authorities for registration, and, within fiveBusiness Days after receipt of a registered copy of such Dutch Supplemental Security Agreement from the Dutch taxauthorities, a copy thereof;

(f) on or prior to the times set forth therefor on Schedule 5.01(f), the notices, the Security Documents or the otherdocuments or instruments specified on Schedule 5.01(f) as required to be delivered by any Loan Party (it being agreed that (i)nothing in this clause (f) shall limit, modify or otherwise affect any notice or other obligations of the Loan Parties set forth inthe Security Documents and (ii) Schedule 5.01(f) may be supplemented or otherwise modified by the Administrative Agent

and the Company in connection with any Non-U.S. Subsidiary becoming or ceasing to be a Loan Party or the entry into anynew Security Document);

(g) within 90 days after the end of each fiscal quarter of the Company, a completed Supplemental PerfectionCertificate, signed by a Financial Officer of the Company, setting forth the information required pursuant to theSupplemental Perfection Certificate;

(h) promptly after the same become publicly available, copies of all periodic and other reports, proxy statementsand other materials filed by the Company or any Subsidiary with the SEC or with any national securities exchange, ordistributed by the Company to its shareholders generally, as the case may be;

(i) promptly after any request therefor by the Administrative Agent or any Lender, copies of (i) any documentsdescribed in Section 101(k)(1) of ERISA that the Company or any of its ERISA Affiliates may request with respect to anyMultiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Company or any of its ERISAAffiliates may request with respect to any Multiemployer Plan; provided that if the Company or any of its ERISA Affiliateshas not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, theCompany or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from suchadministrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof;

(j) (i) in the case of any Material Inventory Vendor Purchase Agreement with a contract manufacturer or anyIntercompany Inventory Title Transfer Agreement, as promptly as practicable after, and in any event within 45 days after (orsuch longer period, but not in excess of 90 days, as each of the Administrative Agent and the Co-Agent may agree to inwriting) and (ii) in the case of any other Material Inventory Vendor Purchase Agreement, concurrently with the first deliveryof the Compliance Certificate under clause (c) above that is no less than 45 days after the execution thereof by the Companyor a Subsidiary, (A) the Company or any Subsidiary having entered into any new Material Inventory Vendor PurchaseAgreement or Intercompany Inventory Title Transfer Agreement or (B) any existing Material Inventory Vendor PurchaseAgreement or Intercompany Inventory Title Transfer Agreement having been amended, supplemented or otherwise modifiedin any respect reasonably expected to be material to the interests of the Lenders, but in any event including any modificationswith respect to (x) the governing law of any such agreement or any provisions thereof relating to submission to jurisdiction,(y) the identity of the Persons that are party to such agreement (including as a result of any assignment of rights orobligations thereunder) or (z) the provisions thereof relating to the transfer of title (including inclusion of any “retention oftitle” or “extended retention of title” provisions), a written notice thereof, accompanied by a copy of the applicable MaterialInventory Vendor Purchase Agreement or Intercompany Inventory Title Transfer Agreement or the applicable amendment,supplement or other modification, certified by a Financial Officer of the Company as complete and correct; and

(k) promptly after any request therefor, such other information regarding the operations, business affairs, assets,liabilities (including contingent liabilities) and financial condition of the Company or any Subsidiary, or compliance with theterms of any Loan Document, as the Administrative Agent, the Co-Agent or any Lender may reasonably request.

Information required to be delivered pursuant to clause (a), (b) or (h) of this Section shall be deemed to have beendelivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by theAdministrative Agent on a Platform to which the Lenders

have been granted access or shall be available on the website of the SEC at http://www.sec.gov. Information required to be deliveredpursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the AdministrativeAgent or, with respect to information delivered to it, the Co-Agent.

The Company represents and warrants that it files its consolidated financial statements with the SEC and, accordingly,the Company hereby (i) authorizes the Administrative Agent to make the financial statements to be provided under Section 5.01(a)and 5.01(b) and the Loan Documents available to Public Side Lender Representatives and (ii) agrees that at the time such financialstatements are provided hereunder, they shall already have been made available to holders of its securities. The Company and theDutch Borrower will not request that any other material be posted to Public Side Lender Representatives without expresslyrepresenting and warranting to the Administrative Agent in writing that such materials do not constitute MNPI.

SECTION 5.02. Notices of Material Events. The Company and the Dutch Borrower will furnish to each of theAdministrative Agent and the Co-Agent, promptly after any Financial Officer or other officer of the Company or the DutchBorrower obtains knowledge thereof (including, where relevant, the effect thereof), written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or GovernmentalAuthority against the Company or any Subsidiary, or any adverse development in any such pending action, suit or proceedingnot previously disclosed in writing by the Company or the Dutch Borrower to the Administrative Agent, the Co-Agent andthe Lenders, that in each case could reasonably be expected to result in a Material Adverse Effect or that in any mannerquestions the validity of any Loan Document;

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred,could reasonably be expected to result in liability of the Company and the Subsidiaries in an aggregate amount ofUS$25,000,000 or more;

(d) the occurrence of any event or condition that has resulted, or could reasonably be expected to result, in anysignificant portion of Eligible Accounts, Eligible Inventory or Eligible In-Transit Inventory reflected on the Borrowing BaseCertificate then most recently delivered pursuant to Section 5.01(e) (or, prior to the first such delivery, the Borrowing BaseCertificate referred to in Section 4.01) ceasing to qualify as Eligible Accounts, Eligible Inventory or Eligible In-TransitInventory (including any such lapse in qualification as a result of any sale, transfer or other disposition of assets, butexcluding any such lapse in qualification as a result of a sale of Eligible Inventory to customers in the ordinary course ofbusiness or collection of Eligible Accounts or as a result of any determination with respect to eligibility for the AggregateBorrowing Base, the U.S. Borrowing Base or the Non-U.S. Borrowing Base made by the Administrative Agent or the Co-Agent in its Permitted Credit Judgment in accordance with the terms hereof);

(e) any casualty or other insured damage to any material portion of the Collateral;

(f) the occurrence of, or receipt by the Company or any Subsidiary of a written notice claiming the occurrence of,any material breach or default by the Company or any Subsidiary under any lease or other agreement relating to any locationleased by the Company or any Subsidiary, or

any third party warehouse, fulfillment center, distribution center or other bailee arrangement, in each case on, in or withwhich any material portion of the Inventory is located; and

(g) any other development that has resulted, or would reasonably be expected to result, in a Material AdverseEffect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer of the Company setting forth thedetails of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03. Additional Subsidiaries. If any Subsidiary is formed or acquired after the Effective Date, or anySubsidiary becomes a Designated Subsidiary, the Company will, as promptly as reasonably practicable, and in any event within 30days (60 days in the case of any Non-U.S. Subsidiary) (or, in each case, such longer period as the Administrative Agent may agree toin writing), notify the Administrative Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respectto such Subsidiary (if it is a Designated Subsidiary) and with respect to any Equity Interests in or Indebtedness of such Subsidiaryowned by any Loan Party.

SECTION 5.04. Information Regarding Loan Parties. (a) The Company and the Dutch Borrower will furnish to theAdministrative Agent prompt written notice of (i) any change in the legal name of any Loan Party, as set forth in its formation,incorporation or organizational documents, (ii) any change in the jurisdiction of formation, incorporation or organization or the legalform of any Loan Party (including as a result of any merger or consolidation), (iii) any change in the location of the chief executiveoffice or the principal place of business of any Loan Party or (iv) any change in the formation, incorporation or organizationalidentification number of any Loan Party, if any, or, in the case of any U.S. Loan Party, in the Federal Taxpayer IdentificationNumber of such U.S. Loan Party. The Company and the Dutch Borrower agree not to effect or permit any change referred to in thepreceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order forthe Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all theCollateral.

(b) If the Company or the Dutch Borrower registers as a registered non-Hong Kong company (as defined in theCompanies Ordinance (Cap. 622 of the Laws of Hong Kong)), it shall notify the Administrative Agent of such registration within 14days of such registration, and shall co-operate with the Administrative Agent to ensure that the details of the applicable SecurityDocuments are registered, by or on behalf of the Administrative Agent, with the Hong Kong Companies Registry within one monthfrom the registration of the Company or the Dutch Borrower, as applicable, as a registered non-Hong Kong company.

SECTION 5.05. Existence; Conduct of Business. The Company and each Subsidiary will do or cause to be doneall things necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits,privileges and franchises material to the conduct of its business as currently conducted and as proposed to be conducted; providedthat this paragraph shall not prohibit any transaction permitted under Section 6.03, 6.04 or 6.05 and shall not require preservation ofany right, license, permit, privilege or franchise if the board of directors or senior management of the Company shall havedetermined that the preservation thereof is no longer desirable in the conduct of business of the Company and the Subsidiaries andthe loss thereof is not adverse in any material respect to the interests of the Lenders.

SECTION 5.06. Payment of Taxes. The Company and each Subsidiary will pay its Tax liabilities before the sameshall become delinquent or in default, except where (a) (i) the validity or amount

thereof is being contested in good faith by appropriate proceedings, (ii) the Company or such Subsidiary has set aside on its booksadequate reserves with respect thereto to the extent required by GAAP and (iii) such contest effectively suspends collection of thecontested obligation and the enforcement of any Lien securing such obligation or (b) the failure to make payment could not,individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

SECTION 5.07. Maintenance of Properties. The Company and each Subsidiary will keep and maintain all propertynecessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted, andwill take all actions reasonably necessary to protect its Intellectual Property, in each case, to the extent that the failure to do so,individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

SECTION 5.08. Insurance. The Company and each Subsidiary will maintain, with financially sound and reputableinsurance companies, insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintainedby companies of established repute engaged in the same or similar businesses operating in the same or similar locations (includingmarine cargo and aircraft transportation insurance). Each such policy of liability, casualty and business interruption insurancemaintained by or on behalf of Loan Parties shall (a) in the case of each liability insurance policy (other than workers’ compensation,director and officer liability or other policies in which such endorsements are not customary), name the Administrative Agent, onbehalf of the Secured Parties, as an additional insured thereunder, (b) in the case of each casualty and business interruption insurancepolicy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties, as thelender loss payee thereunder and (c) provide for at least 30 days’ (or such shorter number of days as may be agreed to by theAdministrative Agent) prior written notice to the Administrative Agent of any cancellation of such policy; provided that therequirements of clauses (a), (b) and (c) need not be satisfied with respect to (i) any insurance policy maintained by any Non-U.S.Loan Party if the Administrative Agent shall have determined, at the request of such Non-U.S. Loan Party, that such actions are notcustomary for secured financings in the jurisdiction of formation, incorporation or organization of such Non-U.S. Loan Party or (ii)any insurance policy maintained by any Non-U.S. Loan Party (other than the Dutch Borrower) if, and for so long as, theAdministrative Agent, in consultation with the Company, shall have determined that the cost or burden thereof shall be excessive inview of the benefits to be obtained by the Lenders therefrom.

SECTION 5.09. Books and Records; Inspection and Audit Rights; Field Examinations and Appraisals. (a) TheCompany and each Subsidiary will keep proper books of record and account in which full, true and correct entries in accordancewith GAAP and applicable law are made of all dealings and transactions in relation to its business and activities. The Company andeach Subsidiary will permit the Administrative Agent, the Co-Agent or any Lender, and any Person designated by any of theforegoing, upon reasonable prior notice, (i) to visit and inspect its properties, (ii) to examine and make extracts from its books andrecords and (iii) to discuss its operations, business affairs, assets, liabilities (including contingent liabilities) and financial conditionwith its officers and independent accountants, all at such time or times as may be reasonably requested by the Administrative Agentor the Co-Agent; provided that field examinations and appraisals shall be limited as set forth in paragraph (b) of this Section.

(b) The Company and the Subsidiaries will permit the Administrative Agent or the Co-Agent and any Personsdesignated by the Administrative Agent or the Co-Agent (including any consultants, accountants and appraisers retained by theAdministrative Agent or the Co-Agent) to conduct (i) field examinations of the books and records of the Company and theSubsidiaries relating to the Company’s computation of the Aggregate Borrowing Base, the U.S. Borrowing Base or the Non-U.S.Borrowing Base (or any component thereof) and the related reporting and control systems and (ii) appraisals of the Inventory

included in the Aggregate Borrowing Base, all at such time or times as may be requested by the Administrative Agent or the Co-Agent in its Permitted Credit Judgment; provided that, notwithstanding anything to the contrary in Section 9.03 or any other LoanDocument, not more than (A) one field examination and two appraisals, in each case, in any period of 12 consecutive months, (B) atany time prior to June 30, 2017, one additional appraisal in respect of any Inventory relating to drones and (C) one additional fieldexamination and one additional appraisal commenced within 12 months after any time when the Excess Availability shall have beenless than the greater of (x) US$50,000,000 and (y) 20% of the lesser of the Aggregate Commitment then in effect and the AggregateBorrowing Base then in effect for at least three consecutive Business Days shall be at the expense of the Loan Parties; providedfurther that, notwithstanding the foregoing, (1) any field examination or appraisal commenced at any time when an Event of Defaultshall have occurred and be continuing shall be at the expense of the Loan Parties, (2) in the event that the Company or anySubsidiary shall have consummated an Acquisition, the Company may request that the Administrative Agent conduct or cause to beconducted (and, reasonably promptly upon such request, the Administrative Agent shall commence or cause to be commenced) afield examination and an appraisal with respect to the Accounts and Inventory acquired by the U.S. Loan Parties and the DutchBorrower as a result thereof, and any such field examinations and appraisals shall be at the expense of the Loan Parties (and shall notcount towards the limit set forth in the immediately preceding proviso) and (3) in the event that any U.S. Loan Party or the DutchBorrower shall have commenced sales of any New Inventory, the Company may request that the Administrative Agent cause to beconducted (and, reasonably promptly upon such request, the Administrative Agent shall cause to be commenced) an appraisal ofsuch New Inventory of the U.S. Loan Parties and the Dutch Borrower, and any such appraisals shall be at the expense of the LoanParties (and shall not count towards the limit set forth in the immediately preceding proviso). For purposes of this paragraph, it isunderstood and agreed that a single field examination or appraisal may be conducted at multiple relevant sites and involve one ormore Loan Parties and their assets. The Company and the Dutch Borrower acknowledge that each of the Administrative Agent andthe Co-Agent, after exercising its rights under this Section, may prepare and distribute to the Lenders certain Reports pertaining tothe Loan Parties’ assets for internal use by the Administrative Agent, the Co-Agent and the Lenders. The Co-Agent will providewritten notice to, and consult with, the Administrative Agent prior to requesting or commencing any field examination or appraisal.

SECTION 5.10. Compliance with Laws. The Company and each Subsidiary will comply with all laws, includingall orders of any Governmental Authority, applicable to it or its property, except where the failure to do so, individually or in theaggregate, could not reasonably be expected to result in a Material Adverse Effect. The Company will maintain in effect policies andprocedures designed to ensure compliance by the Company and the Subsidiaries and their respective directors, officers, employeesand agents with Anti-Corruption Laws and applicable Sanctions.

SECTION 5.11. Location of Inventory. The U.S. Loan Parties and the Dutch Borrower shall maintain theirInventory (other than in-transit Inventory) solely at one or more locations set forth on Schedule 5.11; provided that the U.S. LoanParties and the Dutch Borrower may also maintain their Inventory at any other location so long as, with respect to each such otherlocation, either (a) the aggregate value of the Inventory of the U.S. Loan Parties and the Dutch Borrower located at such location isless than US$150,000, (b) such location is not in an Eligible Inventory Jurisdiction or (c) such location is in an Eligible InventoryJurisdiction and, within 30 days of the aggregate value of the Inventory of the U.S. Loan Parties and the Dutch Borrower located atsuch location first exceeding US$150,000, the Company shall have provided a written notice thereof to each of the AdministrativeAgent and the Co-Agent, which notice (i) contains all the information with respect to such location contemplated to be provided withrespect to a location by Schedule 5.11 (and, upon delivery of such notice, Schedule 5.11 shall be deemed to have been amended toset forth each such newly specified location) and (ii) in the case of any such location that is not owned in fee

by the U.S. Loan Parties or the Dutch Borrower, is accompanied by a copy of the warehouse, fulfillment, distribution or other baileeagreement, if applicable, governing the maintenance of Inventory by the applicable U.S. Loan Party or the Dutch Borrower at suchlocation.

SECTION 5.12. Deposit Accounts. (a) The U.S. Loan Parties and the Dutch Borrower (i) shall use commerciallyreasonable efforts to cause all the Account Debtors on any and all Accounts of the U.S. Loan Parties or the Dutch Borrower fromtime to time included in the Aggregate Borrowing Base (or any component thereof) to make all payments and remittances withrespect to such Accounts into one or more Collection Accounts or Collection Lockboxes, (ii) shall cause (in the case of CollectionAccounts in existence on the Effective Date, within 180 days after the Effective Date) each Collection Account at all times to besolely a collection account and shall not make any disbursements or other direct payments therefrom and (iii) shall deposit or causeto be deposited promptly, and in any event no later than the first Business Day after the date of its receipt thereof, all cash, checks,drafts or other similar items of payment received by it relating to or constituting payments or remittances with respect to any of itsAccounts from time to time included in the Aggregate Borrowing Base (or any component thereof) into one or more CollectionAccounts or Collection Lockboxes in precisely the form in which they are received (but with any endorsements of such Loan Partynecessary for deposit or collection), and until they are so deposited, shall hold such payments in trust for the benefit of theAdministrative Agent.

(b) The Dutch Borrower shall use commercially reasonable efforts to establish as promptly as practicable after theEffective Date (but in any event within 90 days after the Effective Date, or such longer period as the Administrative Agent mayagree to in writing) the Dutch Borrower U.K. Deposit Account. Notwithstanding anything to the contrary contained herein, upon thecommencement and during the continuance of a Cash Dominion Period, the Administrative Agent shall have the right to instruct,and upon receipt of a written request from the Administrative Agent the Dutch Borrower shall use commercially reasonable effortsto cause, all the Account Debtors on any and all Accounts of the Dutch Borrower from time to time included in the AggregateBorrowing Base (or any component thereof) to make all payments and remittances with respect to such Accounts directly into aNon-U.S. Administrative Agent Account and, subject to Sections 2.09(d) and 5.12(c), the Administrative Agent shall cause thetransfer, at the end of each Business Day, of all funds on deposit therein or credited thereto to the Dutch Borrower U.K. DepositAccount.

(c) The Loan Parties shall use commercially reasonable efforts to ensure that as promptly as practicable after theEffective Date (but in any event within 90 days after the Effective Date, or such longer period as the Administrative Agent mayagree to in writing) and at all times thereafter each depositary bank where a Collection Account is maintained shall have entered intoa Control Agreement with respect to each such Collection Account. Each such Control Agreement shall provide, among other things,that such depositary bank agrees, from and after the receipt of a notice (an “ Activation Notice ”) from the Administrative Agent(which Activation Notice may be given by the Administrative Agent at any time that the Administrative Agent determines that aCash Dominion Period has commenced and is continuing, and shall be given by the Administrative Agent at the written direction ofthe Required Lenders during any Cash Dominion Period), to forward immediately all amounts in each Collection Account (net ofany customary minimum balance as may be required to be maintained in such Collection Account by such depositary bank) to, in thecase of any Collection Account of any U.S. Loan Party, the U.S. Administrative Agent Account or, in the case of any CollectionAccount of any Non-U.S. Loan Party, the Non-U.S. Administrative Agent Account and to commence the process of daily sweepsfrom such Collection Account into the U.S. Administrative Agent Account or the Non-U.S. Administrative Agent Account, as thecase may be. If any depositary bank shall not have entered into (in the case of any Collection Account in existence on the EffectiveDate, on or prior to the date that is 90 days after the Effective Date (or such longer period as the Administrative Agent may agree toin writing)) a Control Agreement with respect to any Collection Account, such Collection Account

shall be closed and all funds therein transferred to a deposit account with a depositary bank that has entered into a ControlAgreement for such deposit account.

(d) Any U.S. Loan Party may replace any U.S. Collection Account, or establish any new U.S. Collection Account;provided , in each case, that each such replacement or new U.S. Collection Account shall be subject to a Control Agreement in favorof the Administrative Agent and shall otherwise meet the requirements of this Section 5.12; provided further that in the case of anyU.S. Loan Party that was established or acquired after the Effective Date, the requirements of this Section 5.12 shall be subject to thegrace periods set forth in the definition of the term “Collateral and Guarantee Requirement”.

(e) All amounts deposited in any Administrative Agent Account shall be deemed received by the AdministrativeAgent in accordance with Section 2.17 and may be applied as set forth in Section 2.09(d) or 2.17(b), it being understood that in noevent shall any amount be required to be so applied unless and until such amount shall have been credited in immediately availablefunds to an Administrative Agent Account. Any amount so received in a currency other than U.S. dollars may be converted to U.S.dollars in accordance with the Administrative Agent’s customary practices.

(f) The Administrative Agent shall promptly (but in any event within one Business Day) furnish written notice toeach depositary bank that shall have received an Activation Notice of any termination of a Cash Dominion Period. Any amountreceived in an Administrative Agent Account at any time when no Cash Dominion Period is continuing or all the Loan DocumentObligations have been paid in full shall be remitted to an account of the applicable Loan Party designated by the Company.

(g) Without the prior written consent of the Administrative Agent, no Loan Party shall modify or amend theinstructions pursuant to any of the Control Agreements. So long as no Cash Dominion Period or Event of Default has occurred or iscontinuing, each Loan Party shall, and the Administrative Agent hereby authorizes each Loan Party to, enforce and collect allamounts owing on the Inventory and Accounts and each Loan Party shall have sole control over the manner of disposition of fundsin the Collection Accounts; provided that such authorization may, at the direction of the Administrative Agent, be terminated uponthe occurrence and during the continuance of any Cash Dominion Period or Event of Default.

SECTION 5.13. Use of Proceeds and Letters of Credit. (a) The proceeds of the Loans will be used solely for (i) thepayment of fees and expenses payable in connection with the Transactions and (ii) working capital and other general corporatepurposes of the Company and the Subsidiaries, which may include Acquisitions. Letters of Credit will be issued only for generalcorporate purposes of the Company and the Subsidiaries incurred in the ordinary course of business.

(b) The Company and the Dutch Borrower will not request any Borrowing or Letter of Credit, and the Companyand the Dutch Borrower shall not use, and shall procure that the Subsidiaries and their respective directors, officers, employees andagents shall not use, the proceeds of any Borrowing or any Letter of Credit (i) in furtherance of an offer, payment, promise to pay, orauthorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws,(ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or inany Sanctioned Country to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by acorporation incorporated in the United States or in a European Union member state, or (iii) in any manner that would result in theviolation of any Sanctions applicable to any party hereto.

SECTION 5.14. Further Assurances. The Company, the Dutch Borrower and each other Loan Party will executeany and all further documents, financing statements, agreements and instruments,

and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trustand other documents), that may be required under any applicable law, or that the Administrative Agent may reasonably request, tocause the Collateral and Guarantee Requirement to be and remain satisfied at all times or otherwise to effectuate the provisions ofthe Loan Documents, all at the expense of the Loan Parties (it being understood that, with respect to matters set forth in Section 5.03,the requirements of this Section shall be subject to the grace periods set forth in Section 5.03). The Company and the DutchBorrower will provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory to theAdministrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

SECTION 5.15. Post-Closing Matters. The Loan Parties shall satisfy each of the requirements set forth in the Post-Closing Letter Agreement on or before the date specified in the Post-Closing Letter Agreement for each such requirement, or suchlater date as may be permitted with respect thereto pursuant to the terms of the Post-Closing Letter Agreement.

ARTICLE VI

Negative Covenants

Until the Commitments shall have expired or been terminated, the principal of and interest on each Loan and all feespayable hereunder shall have been paid in full, all Letters of Credit shall have expired or been terminated and all LC Disbursementsshall have been reimbursed, each of the Company and the Dutch Borrower covenants and agrees with the Lenders that:

SECTION 6.01. Indebtedness. Neither the Company nor any Subsidiary will create, incur, assume or permit toexist any Indebtedness, except:

(a) Indebtedness created under the Loan Documents;

(b) Indebtedness existing on the date hereof and set forth on Schedule 6.01, and Refinancing Indebtedness inrespect thereof;

(c) Indebtedness of the Company or any Subsidiary to the Company or any Subsidiary; provided that (i) suchIndebtedness shall not have been transferred to any Person other than the Company or any Subsidiary, (ii) any suchIndebtedness owing by any Loan Party to a Subsidiary that is not a U.S. Loan Party shall be unsecured and subordinated inright of payment to the Loan Document Obligations pursuant to the Global Intercompany Subordination Agreement, (iii) anysuch Indebtedness owing to any Loan Party shall, to the extent required by the term “Collateral and Guarantee Requirement”,be evidenced by a promissory note that shall have been pledged pursuant to the applicable Security Document and (iv) anysuch Indebtedness owing by any Subsidiary that is not a Loan Party to any Loan Party shall be incurred in compliance withSection 6.04;

(d) Guarantees incurred in compliance with Section 6.04;

(e) (i) Indebtedness of the Company or any Subsidiary (A) incurred to finance the acquisition, construction orimprovement of any fixed or capital assets, including Capital Lease Obligations, provided that such Indebtedness is incurredprior to or within 270 days after such acquisition or the completion of such construction or improvement and the principalamount of such Indebtedness does not exceed the cost (including related fees) of acquiring, constructing or improving suchfixed or capital assets, or (B) assumed in connection with the acquisition of any fixed or capital

assets, provided , in the case of this clause (i), that at the time of incurrence or assumption of such Indebtedness and aftergiving pro forma effect thereto and the use of the proceeds thereof, the aggregate principal amount of Indebtedness thenoutstanding under this clause (i), together with the aggregate principal amount of Refinancing Indebtedness then outstandingunder clause (ii) below, shall not exceed the greater of (x) US$25,000,000 and (y) 2.5% of Consolidated Tangible Assets asof the last day of the period of four consecutive fiscal quarters then most recently ended for which financial statements havebeen delivered under Section 5.01(a) or 5.01(b) (or, prior to the first such delivery, ended on December 31, 2015); and (ii)any Refinancing Indebtedness in respect of any Indebtedness permitted under clause (i) above or under this clause (ii);

(f) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that ismerged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof, or Indebtednessof any Person that is assumed by the Company or any Subsidiary in connection with an acquisition of assets by the Companyor such Subsidiary in an Acquisition; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary(or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with suchPerson becoming a Subsidiary (or such merger or consolidation) or such assets being acquired and (ii) neither the Companynor any Subsidiary (other than such Person or any special purpose merger Subsidiary with which such Person is merged orconsolidated or the Person that so assumes such Person’s Indebtedness) shall Guarantee or otherwise become liable for thepayment of such Indebtedness, and Refinancing Indebtedness in respect of any of the foregoing; provided that the aggregateprincipal amount of Indebtedness permitted by this clause (f) shall not exceed US$25,000,000 at any time outstanding;

(g) Indebtedness in respect of netting services, overdraft protections and otherwise arising from treasury,depository, credit card, debit cards and cash management services or in connection with any automated clearing-housetransfers of funds, overdraft or any similar services, in each case incurred in the ordinary course of business;

(h) Indebtedness in respect of letters of credit, bank guarantees, performance bonds and similar instruments issuedfor the account of the Company or any Subsidiary in the ordinary course of business supporting obligations under(i) workers’ compensation, unemployment insurance, other social security laws and health, disability or other employeebenefits, (ii) casualty or liability insurance and (iii) bids, trade contracts (other than for payment of Indebtedness), leases,statutory obligations, obligations to customs authorities, surety and appeal bonds, performance bonds and obligations of alike nature;

(i) Indebtedness in respect of letters of credit in currencies other than U.S. dollars, or that are otherwise on terms, orsecuring obligations, or payable in jurisdictions, for which Letters of Credit are not available hereunder, provided that theaggregate principal amount of Indebtedness permitted by this clause (i) shall not exceed US$5,000,000 at any timeoutstanding;

(j) Indebtedness of the Company or any Subsidiary in the form of purchase price adjustments, earn-outs, non-competition agreements or other contingent obligations incurred in connection with any Acquisition or other Investmentpermitted by Section 6.04;

(k) Indebtedness owed to current or former directors, officers or employees of the Company or any Subsidiary (ortheir respective estates, heirs, family members, spouses and former spouses, domestic partners and former domestic partnersor beneficiaries under their respective

estates) to finance the purchase or redemption from such Persons of Equity Interests in the Company permitted by Section6.08(a);

(l) Permitted Convertible Notes and any Refinancing Indebtedness in respect thereof, provided that (i) at the timeof the incurrence thereof and after giving effect thereto, no Default shall have occurred and be continuing and (ii) theaggregate principal amount of Indebtedness permitted by this clause (l) shall not exceed US$300,000,000 at any timeoutstanding; and

(m) (i) other Indebtedness, provided that at the time of incurrence of such Indebtedness and after giving pro formaeffect thereto and the use of the proceeds thereof, the aggregate principal amount of Indebtedness then outstanding under thisclause (i), together with the aggregate principal amount of Refinancing Indebtedness then outstanding under clause (ii)below, shall not exceed the greater of (x) $50,000,000 and (y) 5.0% of Consolidated Tangible Assets as of the last day of theperiod of four consecutive fiscal quarters then most recently ended for which financial statements have been delivered underSection 5.01(a) or 5.01(b) (or, prior to the first such delivery, ended on December 31, 2015); and (ii) any RefinancingIndebtedness in respect of any Indebtedness permitted under clause (i) above or under this clause (ii).

SECTION 6.02. Liens. Neither the Company nor any Subsidiary will create, incur, assume or permit to exist anyLien on any asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable androyalties) or rights in respect of any thereof, except:

(a) Liens created under the Loan Documents;

(b) Permitted Encumbrances;

(c) any Lien on any asset of the Company or any Subsidiary existing on the date hereof and set forth onSchedule 6.02; provided that (i) such Lien shall not apply to any other asset of the Company or any Subsidiary, other than toproceeds and products of, and after-acquired property that is affixed or incorporated into, the assets covered by such Lien,and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any extensions, renewals andrefinancings thereof that do not increase the outstanding principal amount thereof (other than by an amount not to exceedinterest, premiums and fees and expenses payable in connection with such extension, renewal or refinancing) and, in the caseof any such obligations constituting Indebtedness, that are permitted under Section 6.01 as Refinancing Indebtedness inrespect thereof;

(d) any Lien existing on any asset prior to the acquisition thereof by the Company or any Subsidiary or existing onany asset of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged orconsolidated with or into the Company or a Subsidiary in a transaction permitted hereunder) after the date hereof prior to thetime such Person becomes a Subsidiary (or is so merged or consolidated); provided that (i) such Lien is not created incontemplation of or in connection with such acquisition or such Person becoming a Subsidiary (or such merger orconsolidation), (ii) such Lien shall not apply to any other asset of the Company or any Subsidiary (other than, in the case ofany such merger or consolidation, the assets of any special purpose merger Subsidiary that is a party thereto), other than toproceeds and products of, and after-acquired property that is affixed or incorporated into, the assets covered by such Lien orbecomes subject to such Lien pursuant to an after-acquired property clause as in effect on the date of such acquisition or thedate such Person becomes a Subsidiary (or is so merged or consolidated), and (iii) such Lien shall secure only thoseobligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary (or is so merged orconsolidated), and any extensions, renewals and refinancings thereof

that do not increase the outstanding principal amount thereof (other than by an amount not to exceed interest, premiums andfees payable in connection with such extension, renewal or refinancing) and, in the case of any such obligations constitutingIndebtedness, that are permitted under Section 6.01 as Refinancing Indebtedness in respect thereof;

(e) Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary (includingpursuant to Capital Lease Obligations); provided that (i) such Liens secure only Indebtedness permitted by Section 6.01(e)and obligations relating thereto not constituting Indebtedness and (ii) such Liens shall not apply to any other asset of theCompany or any Subsidiary, other than to proceeds and products of, and after-acquired property that is affixed orincorporated into, the assets covered by such Lien; provided further that individual financings of equipment or other fixed orcapital assets otherwise permitted to be secured hereunder provided by any Person (or its Affiliates) may be cross-collateralized to other such financings provided by such Person (or its Affiliates);

(f) in connection with the sale, transfer or other disposition of any Equity Interests or other assets in a transactionpermitted under Section 6.05, customary rights and restrictions contained in agreements relating to such sale, transfer or otherdisposition pending the completion thereof;

(g) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Personthat is not a Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interestsin such Subsidiary or such other Person set forth in the organizational or constitutional documents of such Subsidiary or suchother Person or any related joint venture, shareholders or similar agreement;

(h) Liens solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by theCompany or any Subsidiary in connection with any letter of intent or purchase agreement for an Acquisition or othertransaction permitted hereunder;

(i) any Lien on assets of any Non-U.S. Subsidiary that is not a Loan Party; provided that (i) such Lien shall notapply to any Collateral or any other assets of the Company, any U.S. Subsidiary (including any Equity Interests in any Non-U.S. Subsidiary directly held by the Company or any U.S. Subsidiary) or any Non-U.S. Loan Party and (ii) such Lien shallsecure only Indebtedness or other obligations of such Non-U.S. Subsidiary permitted hereunder;

(j) (i) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale ofinventory or other goods in the ordinary course of business and bailment arrangements entered into in the ordinary course ofbusiness (excluding any general inventory financing) and permitted by this Agreement and (ii) Liens arising by operation oflaw under Article 2 of the Uniform Commercial Code (and any similar provision of any other requirement of law) in favor ofa seller or buyer of inventory or other goods;

(k) Liens on specific items of inventory or other goods and proceeds thereof securing obligations in respect ofdocumentary letters of credit issued to facilitate the purchase, shipment or storage of such inventory or such other goods;

(l) any Lien in favor of the Company or any Subsidiary, other than (i) Liens on assets of any U.S. Loan Party infavor of a Subsidiary that is not a U.S. Loan Party and (ii) Liens on assets of any Non-U.S. Loan Party in favor of aSubsidiary that is not a Loan Party or in favor of the Hong Kong Guarantor;

(m) (i) deposits made in the ordinary course of business to secure obligations to insurance carriers providingcasualty, liability or other insurance to the Company and the Subsidiaries and (ii) Liens on insurance policies and theproceeds thereof securing the financing of the premiums with respect thereto;

(n) receipt of progress payments and advances from customers in the ordinary course of business to the extent thesame creates a Lien;

(o) sales, transfers or other dispositions of accounts receivable pursuant to the Best Buy Factoring Facility, and anyLiens on payments due thereunder representing holdback reserves for returns and chargebacks;

(p) Liens on cash and cash equivalents securing obligations in respect of Indebtedness permitted by Section 6.01(i);and

(q) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceedUS$10,000,000 at any time outstanding.

Notwithstanding the foregoing, no Lien, other than Liens permitted under clauses (a), (b), (j) and (l) of the definitionof the term “Permitted Encumbrances” and clauses (a), (f), (j), (k) or (o) above, may attach to any Account or Inventory of any U.S.Loan Party or the Dutch Borrower.

SECTION 6.03. Fundamental Changes; Business Activities.

(a) Neither the Company nor any Subsidiary will merge into or consolidate with any other Person, or permit any otherPerson to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after givingeffect thereto no Default shall have occurred and be continuing, (i) any Person (other than the Dutch Borrower) may merge into theCompany in a transaction in which the Company is the surviving corporation, (ii) any Person (other than the Company or the DutchBorrower) may merge or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary (and (A) ifany party to such merger or consolidation is a U.S. Loan Party, is a U.S. Loan Party, or (B) if no party to such merger orconsolidation is a U.S. Loan Party but any party to such merger or consolidation is a Non-U.S. Loan Party, is a Non-U.S. Loan Partyorganized in the jurisdiction of the original Non-U.S. Loan Party (or another jurisdiction reasonably satisfactory to theAdministrative Agent)), (iii) any Subsidiary (other than the Dutch Borrower or the Cayman Guarantor) may merge into orconsolidate with any Person (other than the Company, the Dutch Borrower or the Cayman Guarantor) in a transaction permittedunder Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (iv) any Subsidiary(other than the Dutch Borrower and the Cayman Guarantor) may liquidate or dissolve if the Board of Directors or seniormanagement of the Company has determined in good faith that such liquidation or dissolution is in the best interests of the Companyand is not adverse in any material respect to the interests of the Lenders; provided that any such merger or consolidation involving aPerson that is not a wholly-owned Subsidiary immediately prior thereto shall not be permitted unless it is also permitted underSection 6.04.

(b) Neither the Company nor any Subsidiary will make any change in the nature of its business as conducted on thedate hereof or acquire any assets that are not reasonably related to the conduct of such business activities; provided that the foregoingshall not prevent the Company or any Subsidiary from (i) engaging in, or acquiring any assets related to, any business that isreasonably related or ancillary to the business of the Company and the Subsidiaries on the date hereof or (ii) discontinuing any lineof business

if, in the reasonable business and commercial judgment of the Board of Directors or senior management of the Company, it is nolonger desirable to be engaged in such business.

SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. Neither the Company nor anySubsidiary will purchase, hold, acquire (including pursuant to any merger or consolidation with any Person that was not a wholly-owned Subsidiary prior thereto), make or otherwise permit to exist any Investment in any other Person or make any otherAcquisition, except:

(a) Permitted Investments;

(b) Investments existing on the date hereof and set forth on Schedule 6.04 (but not any additions thereto (includingany capital contributions) made after the date hereof);

(c) investments by the Company and the Subsidiaries in Equity Interests in their subsidiaries; provided that (i) suchsubsidiaries are Subsidiaries prior to such investments, (ii) any such Equity Interests held by a Loan Party shall be pledged inaccordance with, and to the extent required by, the requirements of the definition of the term “Collateral and GuaranteeRequirement” and (iii) the aggregate amount of such investments by the Loan Parties in, and loans and advances by the LoanParties to, and Guarantees by the Loan Parties of Indebtedness and other obligations of, Subsidiaries that are not Loan Partiesor the Hong Kong Guarantor (excluding all such investments, loans, advances and Guarantees that are permitted by any otherclause of this Section (other than any such clause expressly referring to the limitation in this clause (c))), shall not exceedUS$8,000,000 at any time outstanding;

(d) loans or advances made by the Company or any Subsidiary to the Company or any other Subsidiary; providedthat (i) the Indebtedness resulting therefrom is permitted by Section 6.01(c) and (ii) the amount of such loans and advancesmade by the Loan Parties to Subsidiaries that are not Loan Parties or to the Hong Kong Guarantor shall be subject to thelimitation set forth in clause (c) above;

(e) Guarantees by the Company or any Subsidiary of Indebtedness or other obligations of the Company or anySubsidiary (including any such Guarantees arising as a result of any such Person being a joint and several co-applicant withrespect to any letter of credit or letter of guaranty); provided that (i) a Subsidiary that is not a CFC or a CFC HoldingCompany and that has not Guaranteed the Secured Obligations pursuant to the Guarantee Agreement shall not Guarantee anyIndebtedness or other obligations of any Loan Party, (ii) a Subsidiary that is a CFC or a CFC Holding Company and that hasnot Guaranteed the Secured Obligations of the Dutch Borrower or any other Subsidiary that is a CFC or a CFC HoldingCompany pursuant to the Guarantee Agreement shall not Guarantee any Indebtedness or other obligations of any Non-U.S.Loan Party, (iii) a Subsidiary that is a CFC or a CFC Holding Company and that has not Guaranteed the Secured Obligationspursuant to the Guarantee Agreement shall not Guarantee any Indebtedness or other obligations of any U.S. Loan Party and(iv) the aggregate amount of Indebtedness and other obligations of Subsidiaries that are not Loan Parties or of the Hong KongGuarantor that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (c) above;

(f) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquentaccounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

(g) Investments made as a result of the receipt of noncash consideration from a sale, transfer, lease or otherdisposition of any asset in compliance with Section 6.05;

(h) Investments by the Company or any Subsidiary that result solely from the receipt by the Company or suchSubsidiary from any of its subsidiaries of a dividend or other Restricted Payment in the form of Equity Interests, evidences ofIndebtedness or other securities (but not any additions thereto made after the date of the receipt thereof);

(i) Investments in the form of Hedging Agreements permitted under Section 6.07;

(j) payroll, travel and similar advances to directors, officers and employees of the Company or any Subsidiary tocover matters that are expected at the time of such advances to be treated as expenses of the Company or such Subsidiary foraccounting purposes and that are made in the ordinary course of business;

(k) loans or advances to directors, officers and employees of the Company or any Subsidiary; provided that theaggregate amount of such loans and advances outstanding at any time shall not exceed US$1,000,000;

(l) (i) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arisingfrom the grant of trade credit in the ordinary course of business and (ii) deposits, prepayments and other credits to suppliersor licensors made in the ordinary course of business;

(m) Investments and other Acquisitions to the extent that payment therefor is made solely with Qualified EquityInterests in the Company;

(n) to the extent constituting Investments, in connection with any Acquisition payments or distributions by theCompany to dissenting minority stockholders that are required by applicable law (or in settlement of “dissenting stockholder”claims by dissenting minority stockholders);

(o) Investments in the ordinary course of business consisting of (i) endorsements for collection or deposit and (ii)customary trade arrangements with customers;

(p) Guarantees of obligations of the Company or any Subsidiary in respect of leases (other than Capital LeaseObligations), trade contracts (other than for payment of Indebtedness) or of other obligations that do not constituteIndebtedness, in each case entered into in the ordinary course of business;

(q) Investments held by a Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that ismerged or consolidated with or into the Company or a Subsidiary in a transaction permitted hereunder) after the EffectiveDate, provided that such Investments exist at the time such Person becomes a Subsidiary (or is so merged or consolidated)and are not made in contemplation of or in connection with such Person becoming a Subsidiary (or such merger orconsolidation);

(r) Investments in newly formed Subsidiaries in connection with the formation thereof, not in excess of $50,000 inany one transaction or series of related transactions;

(s) Investments of Intellectual Property and related intangible assets in Persons organized for the primary purposeof engaging in activities in any jurisdiction that is not an Eligible Accounts

Jurisdiction or Eligible Inventory Jurisdiction (any such jurisdiction being referred to as an “ Other Jurisdiction ”) inexchange for Equity Interests in such Persons (or in any Person substantially all of the assets of which consist of EquityInterests in such Persons), provided that such Intellectual Property does not contain any Intellectual Property that (i) ismaterial to the conduct of business of the Company and the Subsidiaries in any Eligible Accounts Jurisdiction or EligibleInventory Jurisdiction (other than pursuant to non-exclusive licenses or pursuant to exclusive licenses that are limited toOther Jurisdictions) or (ii) is otherwise material to the ability of the Administrative Agent to realize upon the Inventory orAccounts included in the Collateral;

(t) other Investments and other Acquisitions; provided that the Specified Conditions shall be satisfied with respectthereto at the time such Investment or Acquisition is consummated; and

(u) other Investments; provided that, at the time each such Investment is purchased, made or otherwise acquired, (i)no Default shall have occurred and be continuing or would result therefrom and (ii) the aggregate amount of all Investmentsmade in reliance on this clause (u) outstanding at any time shall not exceed US$1,000,000.

SECTION 6.05. Asset Sales. Neither the Company nor any Subsidiary will sell, transfer, lease or otherwise disposeof (including, in the case of Intellectual Property, exclusively license) any asset, including any Equity Interest owned by it, nor willany Subsidiary issue any additional Equity Interest in such Subsidiary (other than to the Company or any Subsidiary in compliancewith Section 6.04, and other than directors’ qualifying shares and other nominal amounts of Equity Interests that are required to beheld by other Persons under applicable law), except:

(a) sales, transfers and other dispositions of (i) inventory and used, obsolete, worn out or surplus equipment, ineach case, in the ordinary course of business, (ii) leasehold improvements to landlords pursuant to the terms of leases inrespect of real property and (iii) cash and Permitted Investments;

(b) sales, transfers, leases, licenses and other dispositions to the Company or any Subsidiary; provided that anysuch sales, transfers, leases, licenses, or other dispositions involving a Subsidiary that is not a Loan Party shall be made incompliance with Sections 6.04 and 6.09;

(c) sales, transfers or other dispositions of accounts receivable (i) in connection with the compromise or collectionthereof in the ordinary course of business and not as part of any accounts receivables financing transaction or (ii) pursuant tothe Best Buy Factoring Facility; provided , in the case of this clause (ii), that such sales, transfers and other dispositions shallbe made for at least 75% cash consideration;

(d) dispositions of assets subject to any casualty or condemnation proceeding (including dispositions in lieu ofcondemnation);

(e) nonexclusive outbound licenses of Intellectual Property (or, with respect to Intellectual Property that is notmaterial to the conduct of business of the Company and the Subsidiaries (as determined by the Board of Directors of theCompany in good faith), exclusive outbound licenses) granted by the Company or any Subsidiary that, in each case, do notmaterially interfere with the ordinary conduct of business of the Company or any Subsidiary or the ability of theAdministrative Agent to realize upon the Inventory or Accounts included in the Collateral;

(f) leases and licenses (other than in respect of Intellectual Property) entered into by the Company or anySubsidiary as a lessor or licensor in the ordinary course of business that do not materially detract from the value of theaffected asset or materially interfere with the ordinary conduct of business of the Company or any Subsidiary;

(g) the unwinding of Hedging Agreements in accordance with the terms thereof;

(h) sales, transfers or other dispositions of Investments (including Equity Interests) in, and issuances of EquityInterests by, any joint venture or non-wholly owned Subsidiary to the extent required by, or made pursuant to customarybuy/sell arrangements between the parties to such joint venture or equityholders of such non-wholly owned Subsidiary setforth in, the joint venture agreement, operating agreement, shareholders agreement or similar agreement governing such jointventure or non-wholly-owned Subsidiary;

(i) sales, transfers or other dispositions of Equity Interests in any Chinese Subsidiary (or in any Subsidiarysubstantially all of the assets of which consist of Equity Interests in any Chinese Subsidiary); provided that (i) all sales,transfers and other dispositions made in reliance on this clause shall be made for fair value (as determined by the Board ofDirectors of the Company in good faith), (ii) at the time thereof and after giving pro forma effect thereto, no Default shallhave occurred and be continuing and (iii) if such sale, transfer or other disposition occurs during a Cash Dominion Period, allthe net cash proceeds thereof (to the extent such proceeds may be made available to the Company or the Dutch Borrower inaccordance with applicable law and without material adverse tax consequences to the Company and the Subsidiaries) shall beapplied to prepay the Loans; and

(j) sales, transfers and other dispositions of assets that are not permitted by any other clause of this Section;provided that (i) the aggregate fair value of all assets sold, transferred or otherwise disposed of in reliance on this clause shallnot exceed US$25,000,000 during any fiscal year of the Company, (ii) all sales, transfers and other dispositions made inreliance on this clause shall be made for fair value and at least 75% cash consideration, (iii) at the time thereof and aftergiving pro forma effect thereto, no Default shall have occurred and be continuing, (iv) if the Aggregate Borrowing Basewould be reduced by 10% or more as a result of any Inventory or Accounts that are included in the assets subject to such sale,transfer or other disposition, (A) the Company shall have delivered to each of the Administrative Agent and the Co-Agent acompleted Borrowing Base Certificate calculating and certifying the Aggregate Borrowing Base, the U.S. Borrowing Base,the Non-U.S. Borrowing Base and the Excess Availability as of the most recent Borrowing Base Reporting Date for which acalculation thereof shall have been delivered pursuant to Section 5.01(e) giving pro forma effect to such sale, transfer or otherdisposition as if effected immediately prior to such Borrowing Base Reporting Date and (B) the Borrowers shall havesubstantially simultaneously with the consummation of such sale, transfer or other disposition, to the extent that theAggregate Revolving Exposure would otherwise exceed the Aggregate Borrowing Base then in effect or the U.S. RevolvingExposure would otherwise exceed the U.S. Borrowing Base then in effect, prepaid Loans and/or cash collateralized LCExposure in an amount sufficient to eliminate such excess, and (v) if such sale, transfer or other disposition occurs during aCash Dominion Period, all the net cash proceeds thereof shall be applied to prepay the Loans.

Notwithstanding the foregoing, neither the Company nor any Subsidiary shall grant any exclusive license of, or sell, transfer orotherwise dispose of, in one transaction or a series of transactions, Intellectual Property material to the conduct of business of theCompany and the Subsidiary Loan Parties, taken as a whole (as determined by the Board of Directors of the Company in good faith),in each case unless such transaction

could not reasonably be expected to impair in any material respect the ability of the Administrative Agent to realize upon theInventory or Accounts included in the Collateral.

SECTION 6.06. Sale/Leaseback Transactions. Neither the Company nor any Subsidiary will enter into anySale/Leaseback Transaction unless (a) the sale or transfer of the property thereunder is permitted under Section 6.05, (b) any CapitalLease Obligations arising in connection therewith are permitted under Section 6.01 and (c) any Liens arising in connection therewith(including Liens deemed to arise in connection with any such Capital Lease Obligations) are permitted under Section 6.02.

SECTION 6.07. Hedging Agreements. Neither the Company nor any Subsidiary will enter into any HedgingAgreement, except (a) Hedging Agreements entered into for non-speculative purposes to hedge or mitigate risks to which theCompany or any Subsidiary has exposure (other than in respect of Equity Interests or Indebtedness of the Company or anySubsidiary), (b) Hedging Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixedrates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of theCompany or any Subsidiary and (c) in the case of the Company, (i) any Permitted Call Spread Hedging Agreements and (ii) anyaccelerated share repurchase agreement (or any share repurchase agreement in the form of an equity option or equity forward) withrespect to common stock in the Company so long as repurchases and other Restricted Payments thereunder are made in compliancewith Section 6.08(a).

SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness. (a) Neither the Company nor anySubsidiary will declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation(contingent or otherwise) to do so, except that:

(i) the Company may declare and pay dividends with respect to its Equity Interests payable solely in additionalEquity Interests permitted hereunder and may make Restricted Payments in the form of exchange, conversion orrecapitalization of Equity Interests in the Company for or into any Qualified Equity Interests in the Company;

(ii) any Subsidiary may declare and pay dividends or make other distributions with respect to its capital stock,partnership or membership interests or other similar Equity Interests, or make other Restricted Payments in respect of itsEquity Interests, in each case ratably (or, if not ratably, in a manner more favorable to the Company and the Subsidiaries) tothe holders of such Equity Interests;

(iii) so long as any such transaction constitutes a non-cash transaction, the Company may repurchase EquityInterests upon (A) the exercise of stock options if such Equity Interests represent a portion of the exercise price of suchoptions or (B) the withholding of a portion of the Equity Interests granted or awarded to a current or former director, officer,employee or consultant of the Company or any Subsidiary to pay for, or in connection with the payment by the Company orsuch Subsidiary of, the Taxes payable by such Person upon such grant or award (or upon vesting thereof);

(iv) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificantinterests in the Company in connection with the exercise of warrants, options or other securities convertible into orexchangeable for capital stock in the Company;

(v) the Company or any Subsidiary may receive or accept, in satisfaction or settlement of any indemnificationclaim by the Company or any Subsidiary against any third party arising in connection with any Acquisition or Investment, thereturn to it of any of its Equity Interests constituting a portion of the acquisition consideration therefor; and

(vi) the Company may declare and make other Restricted Payments; provided that the Specified Conditions shall besatisfied with respect thereto at the time of the declaration and making thereof; provided further that, so long as theCompany’s common stock is listed for trading on a national securities exchange, the Company may pay dividends on itscommon stock within 60 days of the declaration thereof if, at the time of the declaration thereof, the requirements of thisclause (vi) were satisfied with respect thereto.

(b) Neither the Company nor any Subsidiary will make or agree to pay or make, directly or indirectly, any paymentor other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any PermittedConvertible Notes or any Indebtedness outstanding in reliance on Section 6.01(m), or any payment or other distribution (whether incash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,acquisition, defeasance, cancellation or termination of any such Indebtedness, except:

(i) payments of regularly scheduled interest and, other than in the case of Permitted Convertible Notes, regularlyscheduled principal payments as and when due in respect of any such Indebtedness, other than payments in respect ofSubordinated Indebtedness prohibited by the subordination provisions thereof;

(ii) refinancings of any such Indebtedness with the proceeds of other Indebtedness permitted under Section 6.01;

(iii) in the case of secured Indebtedness outstanding in reliance on Section 6.01(m), payments of any such securedIndebtedness that becomes due as a result of the voluntary sale or transfer of, or a casualty with respect to, the assets securingsuch Indebtedness in transactions permitted hereunder;

(iv) payments of or in respect of any such Indebtedness made solely with Qualified Equity Interests in theCompany;

(v) distribution of common stock in the Company upon conversion of Permitted Convertible Notes pursuant to theterms thereof;

(vi) the repayment of Permitted Convertible Notes on the final stated maturity thereof, provided that such finalstated maturity is at least 91 days after the Maturity Date;

(vii) provisions of the Permitted Convertible Notes that allow or require any payments or distributionscontemplated by the parenthetical in clause (b) of the definition of “Permitted Convertible Notes”, provided that this clause(vii) shall not be construed so as to permit the actual making of any such payment or distribution; and

(viii) other payments of any such Indebtedness, provided that the Specified Conditions shall be satisfied withrespect thereto at the time of the making thereof.

SECTION 6.09. Transactions with Affiliates. Neither the Company nor any Subsidiary will sell, lease, license orotherwise transfer any assets to, or purchase, lease, license or otherwise acquire any assets from, or otherwise engage in any othertransactions with, any of its Affiliates, except:

(a) transactions that are at prices and on terms and conditions not less favorable to the Company or such Subsidiarythan those that would prevail in arm’s-length transactions with unrelated third parties;

(b) transactions between or among the Loan Parties (other than the Hong Kong Guarantor) not involving any otherAffiliate and transactions between or among Subsidiaries that are not Loan Parties or the Hong Kong Guarantor not involvingany other Affiliate;

(c) any Restricted Payment permitted under Section 6.08;

(d) issuances by the Company of Qualified Equity Interests and receipt by the Company of capital contributions;

(e) employment, compensation, bonus, incentive, retention and severance arrangements and health, disability andsimilar insurance or benefit plans or other benefit arrangements between the Company or any of the Subsidiaries and theirrespective future, current or former directors, officers and employees (including management and employee benefit plans oragreements, subscription agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant toput/call rights or similar rights with future, current or former directors, officers and employees and stock option or incentiveplans and other compensation arrangements) in the ordinary course of business;

(f) payment of customary fees and indemnities to and reimbursement of out-of-pocket costs and expenses of anyfuture, current or former directors, officers and employees of the Company and the Subsidiaries entered into in the ordinarycourse of business; and

(g) loans and advances permitted under Section 6.04(j) or 6.04(k).

SECTION 6.10. Restrictive Agreements. Neither the Company nor any Subsidiary will, directly or indirectly, enterinto, incur or permit to exist any agreement or other arrangement that restricts or imposes any condition upon (a) the ability of theCompany or any Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its assets to secure any SecuredObligations or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its Equity Interests or to makeor repay loans or advances to the Company or any Subsidiary or to Guarantee Indebtedness of the Company or any Subsidiary;provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by any Loan Document,(B) restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any amendment ormodification expanding the scope of, any such restriction or condition), (C) in the case of any Subsidiary that is not a wholly-ownedSubsidiary, restrictions and conditions imposed by its organizational or constitutional documents or any related joint venture orsimilar agreement, provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in suchSubsidiary, and (D) restrictions and conditions imposed by any agreement relating to Indebtedness permitted by Section 6.01(l) or6.01(m), provided that (x) such restrictions and conditions, at the time such Indebtedness is incurred, are typical and customary ofIndebtedness of this type (as determined by the Board of Directors of the Company in good faith) and (y) such restrictions andconditions do not conflict with the obligations of the Loan Parties hereunder, (ii) clause (a) of the foregoing shall not apply to (A)restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.01(e) or 6.01(f) orgoverning Liens on cash deposits permitted under Section 6.02, provided that such restrictions and conditions apply only to theassets securing such Indebtedness or on cash deposits subject to such Liens, (B) restrictions and conditions imposed by customaryprovisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license,permitting to exist any Lien on the assets leased or licensed thereunder, (C) restrictions on cash or deposits or net worth

covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (D)customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use orexploit, such Intellectual Property or (E) in the case of the Equity Interests in any Person that is not a Subsidiary, restrictions andconditions imposed by the organizational or constitutional documents of such Person or contained in any related joint venture orsimilar agreement or in any agreement or instrument relating to Indebtedness of such Person, provided , in each case, that suchrestrictions and conditions apply only to the Equity Interests in such other Person and (iii) clause (b) of the foregoing shall not applyto (A) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary, or a business unit, division,product line or line of business, that are applicable solely pending such sale, provided that such restrictions and conditions apply onlyto the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such sale is permittedhereunder and (B) restrictions and conditions imposed by agreements relating to Indebtedness of any Subsidiary in existence at thetime such Subsidiary became a Subsidiary and otherwise permitted by Section 6.01(f) (but shall apply to any amendment ormodification expanding the scope of, any such restriction or condition), provided that such restrictions and conditions apply only tosuch Subsidiary. Nothing in this paragraph shall be deemed to modify the requirements set forth in the definition of the term“Guarantee and Collateral Requirement” or the obligations of the Loan Parties under Sections 5.03, 5.04 or 5.14 or under theSecurity Documents.

SECTION 6.11. Amendment of Organizational Documents. Neither the Company nor any Subsidiary will amend,modify or waive any of its rights under its certificate of incorporation, bylaws or other organizational or constitutional documents, ineach case to the extent such amendment, modification or waiver could reasonably be expected to be adverse in any material respectto the interests of the Lenders.

SECTION 6.12. Financial Covenant . During each period (each, a “ Financial Covenant Compliance Period ”) (a)commencing on any day when Excess Availability has been less than the greater of (i) US$25,000,000 and (ii) 10% of the lesser ofthe Aggregate Commitment then in effect and the Aggregate Borrowing Base then in effect and (b) ending after Excess Availabilityhas been greater than or equal to the greater of (i) US $25,000,000 and (ii) 10% of the lesser of the Aggregate Commitment then ineffect and the Aggregate Borrowing Base then in effect for at least 30 consecutive calendar days, the Company will not permit theFixed Charge Coverage Ratio for any period of four consecutive fiscal quarters (commencing with the fiscal quarter most recentlyended immediately prior thereto for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) or, prior tothe first such delivery, for the fiscal quarter ended December 31, 2015) to be less than 1.00 to 1.00.

SECTION 6.13. Fiscal Year. The Company will not, and will not permit any Subsidiary to, change its fiscal year toend on a date other than December 31.

ARTICLE VII

Events of Default

If any of the following events (“ Events of Default ”) shall occur:

(a) any Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LCDisbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed forprepayment thereof or otherwise;

(b) any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amountreferred to in clause (a) of this Article) payable under this Agreement or any

other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for aperiod of three Business Days;

(c) any representation, warranty or statement made or deemed made by or on behalf of the Company or anySubsidiary in any Loan Document or in any report, certificate (including any Borrowing Base Certificate), financial statementor other information provided pursuant to or in connection with any Loan Document or any amendment or modificationthereof or waiver thereunder shall prove to have been incorrect in any material respect when made or deemed made;

(d) the Company or the Dutch Borrower shall (i) fail to observe or perform any covenant, condition or agreementcontained in Section 5.02(a), 5.05(a) (with respect to the existence of the Company or the Dutch Borrower) or 5.13 or inArticle VI, (ii) fail to observe or perform any covenant, condition or agreement contained in Section 5.01(e) or 5.01(f) andsuch failure shall continue unremedied for a period of three Business Days or (iii) fail to observe or perform any covenant oragreement contained in Section 5.01(j), 5.09(b) or 5.12 and such failure shall continue unremedied for a period of 10Business Days;

(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any LoanDocument (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for aperiod of 30 days after notice thereof from the Administrative Agent or any Lender to the Company (with a copy to theAdministrative Agent in the case of any such notice from a Lender);

(f) the Company or any Subsidiary shall fail to make any payment (whether of principal, interest, terminationpayment or other payment obligation and regardless of amount) in respect of any Material Indebtedness, when and as thesame shall become due and payable;

(g) any event or condition occurs that results in any Material Indebtedness becoming due or being terminated orrequired to be prepaid, repurchased, redeemed or defeased, in each case, prior to its scheduled maturity, or that enables orpermits (with or without the giving of notice, but only after the expiration of any applicable grace period) the holder orholders of any Material Indebtedness or any trustee or agent on its or their behalf, or, in the case of any Hedging Agreement(other than Permitted Call Spread Hedging Agreements), the applicable counterparty, to cause such Material Indebtedness tobecome due or to terminate such Material Indebtedness, or to require the prepayment, repurchase, redemption or defeasancethereof, prior to its scheduled maturity or, in the case of any Hedging Agreement (other than Permitted Call Spread HedgingAgreements), to cause the termination thereof; provided that this clause (g) shall not apply to (i) any secured Indebtednessthat becomes due as a result of the voluntary sale or transfer of, or a casualty with respect to, the assets securing suchIndebtedness, (ii) any Indebtedness that becomes due as a result of a voluntary refinancing thereof permitted under Section6.01 or a voluntary prepayment, purchase or redemption thereof permitted under Section 6.08(b), (iii) any event or conditionthat gives a holder the right to convert the Permitted Convertible Notes and (iv) any conversion of the Permitted ConvertibleNotes;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation,reorganization, moratorium, winding-up or other relief in respect of the Company or any Subsidiary or its debts, or of asubstantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership, winding-up or similarlaw now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similarofficial for the Company or any Subsidiary or for a substantial part of its assets, and, in any such case, such

proceeding or petition shall continue undismissed for 30 days or an order or decree approving or ordering any of theforegoing shall be entered;

(i) the Company or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seekingliquidation (other than any liquidation permitted by clause (iv) of Section 6.03(a)), reorganization or other relief under anyFederal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to theinstitution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of thisArticle, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similarofficial for the Company or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the materialallegations of a petition filed against it in any such proceeding or (v) make a general assignment for the benefit of creditors,or the board of directors (or similar governing body) of the Company or any Subsidiary (or any committee thereof) shalladopt any resolution or otherwise authorize any action to approve any of the actions referred to in this clause (i) or clause (h)of this Article;

(j) the Company or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay itsdebts as they become due or, with respect to the Dutch Borrower or any other Dutch entity, such Person shall file a noticeunder Section 36 of the Dutch Tax Collection Act ( Invorderingswet 1990 );

(k) one or more judgments for the payment of money in an aggregate amount in excess of US$25,000,000 (otherthan any such judgment covered by insurance (other than under a self-insurance program) to the extent a claim therefor hasbeen made in writing and liability therefor has not been denied by the insurer, so long as, in the opinion of the RequiredLenders, such insurer is financially sound), shall be rendered against the Company, any Subsidiary or any combinationthereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not beeffectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of theCompany or any Subsidiary to enforce any such judgment;

(l) one or more ERISA Events shall have occurred that, in the opinion of the Required Lenders, could reasonablybe expected, individually or in the aggregate, to result in a Material Adverse Effect;

(m) any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted byany Loan Party not to be, a valid and perfected Lien on any material portion of the Collateral, with the priority required bythe applicable Security Document, except as a result of (i) a sale or transfer of the applicable Collateral in a transactionpermitted under the Loan Documents, (ii) the release thereof as provided in the applicable Security Document or Section 9.14or (iii) the Administrative Agent’s failure to maintain possession of any stock certificate, promissory note or other instrumentdelivered to it under the Security Documents;

(n) any Guarantee purported to be created under any Loan Document shall fail or cease to be, or shall be assertedby any Loan Party not to be, in full force and effect, except as a result of the release thereof as provided in the applicableSecurity Document or Section 9.14; or

(o) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Company or the Dutch Borrower described in clause (h) or (i)of this Article), and at any time thereafter during the continuance of such event,

the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Company and the Dutch Borrower,take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon theCommitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, inwhich case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon theprincipal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations ofthe Borrowers hereunder, shall become due and payable immediately, and (iii) require the deposit of cash collateral in respect of LCExposure as provided in Section 2.05(i), in each case without presentment, demand, protest or other notice of any kind, all of whichare hereby waived by the Company and the Dutch Borrower; and in the case of any event with respect to the Company or the DutchBorrower described in clause (h) or (i) of this Article, the Commitments shall immediately and automatically terminate, the principalof the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers hereunder,shall immediately and automatically become due and payable and the deposit of such cash collateral in respect of LC Exposure shallimmediately and automatically become due, in each case without presentment, demand, protest or other notice of any kind, all ofwhich are hereby waived by the Company and the Dutch Borrower.

ARTICLE VIII

The Administrative Agent

Each of the Lenders and the Issuing Banks hereby irrevocably appoints the entity named as Administrative Agent inthe heading of this Agreement and its successors to serve as administrative agent and collateral agent under the Loan Documents,and authorizes the Administrative Agent to take such actions and to exercise such powers as are delegated to the AdministrativeAgent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. In addition,to the extent required under the laws of any jurisdiction other than the United States of America, (a) each of the Lenders and theIssuing Banks hereby appoints (and each other Secured Party will be deemed, by its acceptance of the benefits of the Collateral andof the Guarantees of the Secured Obligations provided under the Loan Documents, to have appointed) the Administrative Agent tohold the Collateral on trust for the benefit of the Secured Parties, and the Administrative Agent accepts such appointment and agreesto hold and apply the Collateral in accordance with the Loan Documents, and (b) each of the Lenders and the Issuing Banks herebygrants (and each other Secured Party will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of theSecured Obligations provided under the Loan Documents, to have granted) to the Administrative Agent any required powers ofattorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s (or suchother Secured Party’s) behalf, and the Administrative Agent hereby accepts such grant.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as aLender or an Issuing Bank as any other Lender or Issuing Bank and may exercise the same as though it were not the AdministrativeAgent, and such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor orin any other advisory capacity for and generally engage in any kind of business with the Company or any Subsidiary or otherAffiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to theLenders or the Issuing Banks.

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the LoanDocuments, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, (a) theAdministrative Agent shall not be subject to any fiduciary or other

implied duties, regardless of whether a Default has occurred and is continuing (and it is understood and agreed that the use of theterm “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is notintended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law, andthat such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship betweencontracting parties), (b) the Administrative Agent shall not have any duty to take any discretionary action or to exercise anydiscretionary power, except discretionary rights and powers expressly contemplated by the Loan Documents that the AdministrativeAgent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders asshall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided inthe Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion, couldexpose the Administrative Agent to liability or be contrary to any Loan Document or applicable law, and (c) except as expressly setforth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure todisclose, any information relating to the Company, the Dutch Borrower, any other Subsidiary or any other Affiliate of any of theforegoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity.The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the RequiredLenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe ingood faith to be necessary, under the circumstances as provided in the Loan Documents) or in the absence of its own grossnegligence or wilful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by afinal and nonappealable judgment). The Administrative Agent shall be deemed not to have knowledge of any Default unless anduntil written notice thereof (stating that it is a “notice of default”) is given to the Administrative Agent by the Company, a Lender oran Issuing Bank, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) anystatement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate(including any Borrowing Base Certificate), report or other document delivered thereunder or in connection therewith, includingwith respect to the existence and aggregate amount of Secured Cash Management Services Obligations or Secured HedgingObligations at any time, (iii) qualification of (or lapse of any qualification of) any Account or Inventory under the eligibility criteriaset forth herein, other than eligibility criteria expressly referring to the matters described therein being acceptable or satisfactory to,or being determined by, the Administrative Agent, (iv) the performance or observance of any of the covenants, agreements or otherterms or conditions set forth in any Loan Document or the occurrence of any Default, (v) the sufficiency, validity, enforceability,effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (vi) the satisfaction of anycondition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to bedelivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein beingacceptable or satisfactory to the Administrative Agent. Notwithstanding anything herein to the contrary, the Administrative Agentshall not be liable for, or be responsible for any loss, cost or expense suffered by any Borrower or any Lender as a result of anydetermination of the Aggregate Revolving Exposure, the U.S. Revolving Exposure, the Aggregate Borrowing Base, the U.S.Borrowing Base, the Non-U.S. Borrowing Base or the component amounts of any of the foregoing.

The Administrative Agent shall be entitled to rely, and shall not incur any liability for relying, upon any notice,request, certificate (including any Borrowing Base Certificate), consent, statement, instrument, document or other writing (includingany electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have beensigned, sent or otherwise authenticated by the proper Person (whether or not such Person in fact meets the requirements set forth inthe Loan Documents for being the signatory, sender or authenticator thereof). The Administrative Agent also shall be

entitled to rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and believed by it tobe made by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for beingthe maker thereof), and may act upon any such statement prior to receipt of written confirmation thereof. In determining compliancewith any condition hereunder to the making of a Loan, or the issuance, extension, renewal or amendment of a Letter of Credit, thatby its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent may presume that suchcondition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contraryfrom such Lender or Issuing Bank sufficiently in advance to the making of such Loan or the issuance, extension, renewal oramendment of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for theBorrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it inaccordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any of and all of its duties and exercise its rights and powers hereunder orunder any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. TheAdministrative Agent and any such sub-agent may perform any of and all of their duties and exercise their rights and powers throughtheir respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the RelatedParties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with thesyndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shallnot be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdictiondetermines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct inthe selection of such sub-agents.

Subject to the terms of this paragraph, the Administrative Agent may resign at any time from its capacity as such. Inconnection with such resignation, the Administrative Agent shall give notice of its intent to resign to the Lenders, the Issuing Banksand the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with theCompany, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted suchappointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, then the retiringAdministrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shallbe a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment asAdministrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers,privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its dutiesand obligations hereunder and under the other Loan Documents. The fees payable by the Company and the Dutch Borrower to asuccessor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Company, theDutch Borrower and such successor. Notwithstanding the foregoing, in the event no successor Administrative Agent shall have beenso appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of itsintent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the IssuingBanks and the Company, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiringAdministrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, providedthat, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document forthe benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest ascollateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent,shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts suchappointment in accordance with this paragraph (it being understood and agreed that the

retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including anyaction required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and becomevested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments requiredto be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than theAdministrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplatedto be given or made to the Administrative Agent shall also directly be given or made to each Lender and each Issuing Bank.Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article andSection 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shallcontinue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respectof any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent and in respect of the mattersreferred to in the proviso under clause (a) above.

Each Lender and Issuing Bank acknowledges that it has, independently and without reliance upon the AdministrativeAgent, the Arranger or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on suchdocuments and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, theArrangers or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documentsand information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking actionunder or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder orthereunder.

Each Lender, by delivering its signature page to this Agreement and funding its Loans on the Effective Date, ordelivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become aLender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and eachother document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on theEffective Date.

Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of theAdministrative Agent or the Co-Agent; (b) neither the Administrative Agent nor the Co-Agent (i) makes no representation orwarranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or anyinaccuracy or omission contained in or relating to any Report and (ii) shall not be liable for any information contained in any Report;(c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspectonly specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well ason representations of the Loan Parties’ personnel, and that neither the Administrative Agent nor the Co-Agent undertakes noobligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use andnot share any Report with any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting thegenerality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, andhold the Administrative Agent, the Co-Agent each other Person preparing a Report and the Related Parties of any of the foregoingharmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonableattorney fees) incurred by any of them as the direct or indirect result of any third parties who might obtain all or part of any Reportthrough the indemnifying Lender.

Except with respect to the exercise of setoff rights of any Lender in accordance with Section 9.08 or with respect to aLender’s right to file a proof of claim in an insolvency proceeding, no Secured Party

(other than the Administrative Agent) shall have any right individually to realize upon any of the Collateral or to enforce anyGuarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the LoanDocuments may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the termsthereof. In the event of a foreclosure by the Administrative Agent (including in its capacity as the security trustee) on any of theCollateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser orlicensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, as agent for andrepresentative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless theRequired Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment ofthe purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Loan DocumentObligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent on behalf of theSecured Parties at such sale or other disposition.

In furtherance of the foregoing and not in limitation thereof, no Secured Hedging Agreement or Secured CashManagement Services Agreement will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rightsin connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document.By accepting the benefits of the Collateral, each Secured Party that is a party to any Secured Hedging Agreement or Secured CashManagement Services Agreement shall be deemed to have appointed the Administrative Agent to serve as administrative agent andcollateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder.

The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation orwarranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the AdministrativeAgent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent beresponsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

The Lenders and the Issuing Banks hereby irrevocably authorize the Administrative Agent to determine, inconnection with any Non-U.S. Subsidiary becoming a Subsidiary Loan Party, the terms and conditions of any limitations to be setforth in the Supplement to the Guarantee Agreement or any applicable Security Document to be executed by such Non-U.S.Subsidiary as are applicable or customary under the laws of the jurisdiction of formation, incorporation or organization of suchSubsidiary.

In case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreignbankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether theprincipal of any Loan or any LC Disbursement shall then be due and payable as herein expressed or by declaration or otherwise andirrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered(but not obligated) by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of theLoans, LC Exposure and all other Secured Obligations that are owing and unpaid and to file such other documents as may benecessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (includingany claim under Sections 2.11, 2.12, 2.14, 2.15, 2.16 and 9.03) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute thesame;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is herebyauthorized by each Lender, each Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and,in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks orthe other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, underthe Loan Documents (including under Section 9.03).

Notwithstanding anything herein to the contrary, no Arranger or any Person named on the cover page of thisAgreement as a Syndication Agent or a Documentation Agent shall have any duties or obligations under this Agreement or any otherLoan Document (except in its capacity, as applicable, as the Administrative Agent, the Co-Agent, a Lender or an Issuing Bank), butall such Persons shall have the benefit of the indemnities provided for hereunder.

The exculpatory provisions of this Article shall apply to the Co-Agent and its Related Parties to the same extent asthey apply to the Administrative Agent and its Related Parties and with the same force and effect as if it was named as theAdministrative Agent herein. For the avoidance of doubt, with respect to any provision hereof that refers to any matter beingsatisfactory to the Co-Agent (or phrases of similar import), the Administrative Agent may assume that such matter is satisfactory tothe Co-Agent unless the Administrative Agent shall have received written notice from the Co-Agent to the contrary.

The provisions of this Article are solely for the benefit of the Administrative Agent, the Co-Agent, the Lenders andthe Issuing Banks and, except solely to the extent of the Company’s rights to consent pursuant to and subject to the conditions setforth in this Article, none of the Company, the Dutch Borrower or any other Loan Party shall have any rights as a third partybeneficiary of any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of thebenefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have agreed tothe provisions of this Article.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to begiven by telephone (and subject to paragraph (b) of this Section), all notices and other communications provided for herein shall bein writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, asfollows:

(i) if to the Company or the Dutch Borrower, to it (or to it in care of) GoPro, Inc., 3000 Clearview Way, SanMateo, CA 94402, Attention of Brian McGee, Phone No. (650) 332-7600, Fax No. (650) 350-4086, email:[email protected] ; with a copy to GoPro, Inc., 3000 Clearview Way, San Mateo, CA 94402, Attention of SharonZezima, Phone No. (650) 332-7600, Fax No. (650) 350-4086; email: [email protected]);

(ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 500 StantonChristiana Road, Ops 2, Floor 3, Newark, DE 19713, Attention of Pranay Tyagi (Phone No. (302) 634-8799; Fax No. (302)634-8459; email: [email protected] ), with a copy to:

(A) JPMorgan Chase Bank, N.A., 393 Madison Avenue, 24th Floor, New York, NY 10179, Attention ofCourtney Eng (Phone No. (212) 270-7873; Fax No. (212) 270-5100; email: [email protected] );

(B) in the case of any Borrowing Request, any Interest Election Request or any notice relating to aprepayment of Loans or termination or reduction of Commitments, [email protected] ;

(C) in the case of delivery of any Borrowing Base Certificate, any supporting documentation and any otherinformation with respect to the Aggregate Borrowing Base (or any component thereof), by email (in the case of theBorrowing Base Certificates, in pdf. format and in the case of any supporting documentation in Excel format) to eachof (x) [email protected] , (y) [email protected] and (z) [email protected] ; and

(D) in the case of delivery of any Compliance Certificates, financial statements, notices of default or anyother information that is intended to be made available for all Lenders, by email [email protected] ;

(iii) if to the Co-Agent, to Wells Fargo Bank, National Association, 2450 Colorado Avenue, Suite 3000 West SantaMonica, CA 90404, Attention of Kevin Fong (Phone No. (310) 453-7222; Fax No. (866) 349-8858;

e-mail: [email protected] ;

(iv) if to any Issuing Bank, to it at its address (or fax number) most recently specified by it in a notice delivered tothe Administrative Agent and the Company (or, in the absence of any such notice, to the address (or fax number) set forth inthe Administrative Questionnaire of the Lender that is serving as such Issuing Bank or is an Affiliate thereof); and

(v) if to any other Lender, to it at its address (or fax number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to havebeen given when received; notices sent by fax or electronic mail shall be deemed to have been given when sent (except that, if notgiven during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the nextbusiness day for the recipient); and notices delivered through electronic communications to the extent provided in paragraph (b) ofthis Section shall be effective as provided in such paragraph.

(b) Notices and other communications to the Lenders and Issuing Banks hereunder may be delivered or furnishedby electronic communications (including email and internet and intranet websites) pursuant to procedures approved by theAdministrative Agent; provided that the foregoing shall not apply to notices under Article II to any Lender or Issuing Bank if suchLender or Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under suchArticle by electronic communication. Any notices or other communications to the Administrative Agent, the Co-Agent, theCompany or the Dutch Borrower may be delivered or furnished by electronic communications pursuant to procedures approved bythe recipient thereof prior thereto; provided that approval of such procedures may be limited or rescinded by any such Person bynotice to each other such Person. All such notices and other communications (i) sent to an e-mail address shall be deemed receivedupon the sender’s receipt of an

acknowledgement from the intended recipient (such as by return e-mail or other written acknowledgement); provided that if notgiven during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at theopening of business on the next Business Day for the recipient, and (ii) posted to an internet or intranet website shall be deemedreceived upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) ofnotification that such notice or communication is available and identifying the website address therefor.

(c) Any party hereto may change its address, fax number or electronic mail address for notices and othercommunications hereunder by notice to the other parties hereto.

(d) The Company and the Dutch Borrower agree that the Administrative Agent may, but shall not be obligated to,make any Communication by posting such Communication on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similarelectronic transmission system (the “ Platform ”). The Platform is provided “as is” and “as available”. Neither the AdministrativeAgent nor any of its Related Parties warrants, or shall be deemed to warrant, the adequacy of the Platform and expressly disclaimliability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including anywarranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or othercode defects, is made, or shall be deemed to be made, by the Administrative Agent or any of its Related Parties in connection withthe Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties have any liability to theLoan Parties, any Lender, any Issuing Bank or any other Person for damages of any kind, including direct or indirect, special,incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or theAdministrative Agent’s transmission of communications through the Platform.

SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the Administrative Agent, the Co-Agent, anyIssuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiverthereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforcesuch a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights andremedies of the Administrative Agent, the Co-Agent, the Issuing Banks and the Lenders hereunder and under the other LoanDocuments are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of anyprovision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless thesame shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specificinstance and for the specific purpose for which given. Without limiting the generality of the foregoing, the execution and delivery ofthis Agreement, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default,regardless of whether the Administrative Agent, the Co-Agent, any Lender or any Issuing Bank may have had notice or knowledgeof such Default at the time. Notwithstanding anything herein to the contrary, no sale, assignment, novation, transfer or delegation byany Lender of any of its rights or obligations under this Agreement or any other Loan Document shall, or shall be deemed, toextinguish any of the rights, benefits or privileges afforded by any Guarantee or Collateral created or granted under the LoanDocuments for the benefit of such Lender in relation to such of its rights or obligations, and all such rights, benefits and privilegesshall continue to accrue, to the full extent thereof, for the benefit of the assignee, transferee or delegee of such Lender in connectionwith each such sale, assignment, novation, transfer and delegation.

(b) Except as provided in Section 2.20, 5.01(f), 5.11 and 9.02(c) and in the Security Documents, none of thisAgreement, any other Loan Document or any provision hereof or thereof may be waived, amended or modified except, in the case ofthis Agreement, pursuant to an agreement or agreements

in writing entered into by the Company, the Dutch Borrower, the Administrative Agent and the Required Lenders and, in the case ofany other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the LoanParty or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders, provided that (i) any provisionof this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Company, the DutchBorrower and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, (A) suchamendment does not adversely affect the rights of any Lender or (B) the Lenders shall have received at least five Business Days’prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of suchnotice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment and(ii) no such agreement shall (A) increase the Commitment of any Lender without the written consent of such Lender, (B) reduce theprincipal amount of any Loan or LC Disbursement or reduce the rate of interest thereon (other than as a result of any waiver of anyincrease in the interest rate applicable to any Loan pursuant to Section 2.12(c)), or reduce any fees payable hereunder, without thewritten consent of each Lender affected thereby, (C) postpone the scheduled maturity date of any Loan, or the required date ofreimbursement of any LC Disbursement, or any date for the payment of any interest or fees payable hereunder, or reduce the amountof, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consentof each Lender affected thereby, (D) change Section 2.17(b) or 2.17(c) in a manner that would alter the pro rata sharing of paymentsrequired thereby without the written consent of each Lender, (E) change any of the provisions of this Section or the percentage setforth in the definition of the term “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Documentspecifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make anydetermination or grant any consent thereunder, without the written consent of each Lender; provided that, with the consent of theRequired Lenders, the provisions of this Section and the definition of the term “Required Lenders” and “Supermajority Lenders”may be amended to include references to any new class of loans created under this Agreement (or to lenders extending such loans)on substantially the same basis as the corresponding references relating to the existing Loans or Lenders, (F) release the Company,the Dutch Borrower or all or substantially all the value of the Guarantees provided by the other Subsidiary Loan Parties from itsGuarantee under the Guarantee Agreement or limit its or their liability in respect of any such Guarantee (in each case, except asexpressly provided in Section 9.14, the Guarantee Agreement or the applicable Security Document (including any such release bythe Administrative Agent in connection with any sale or other disposition of any Subsidiary upon the exercise of remedies under theSecurity Documents)) without the written consent of each Lender, it being understood that an amendment or other modification ofthe type of obligations guaranteed under the Guarantee Agreement shall not be deemed to be a release or limitation of anyGuarantee, (G) release all or substantially all the Collateral from the Liens of the Security Documents, without the written consent ofeach Lender (except as expressly provided in Section 9.14 or the applicable Security Document (including any such release by theAdministrative Agent in connection with any sale or other disposition of the Collateral upon the exercise of remedies under theSecurity Documents), it being understood that an amendment or other modification of the type of obligations secured by the SecurityDocuments shall not be deemed to be a release of the Collateral from the Liens of the Security Documents), (H) increase anyadvance rate set forth in the definition of the term “U.S. Borrowing Base” or “Non-U.S. Borrowing Base” without the writtenconsent of each Lender or (I) change eligibility criteria used in the determination of the U.S. Borrowing Base or the Non-U.S.Borrowing Base (including any of the defined terms used in such definitions) if the result thereof is to increase borrowingavailability (other than changes, including reductions in Reserves, implemented by the Administrative Agent (including at therequest of the Co-Agent) in its Permitted Credit Judgment as such term is defined in this Agreement on the Effective Date), withoutthe written consent of the Supermajority Lenders; provided further that no such agreement shall amend, modify, extend or otherwiseaffect the rights or obligations of the Administrative Agent, the Co-Agent or any Issuing Bank without the prior written consent ofthe Administrative Agent, the Co-Agent or such Issuing Bank, as the case may be.

Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other modification of this Agreement or anyother Loan Document shall be required of (x) any Defaulting Lender, except with respect to any amendment, waiver or othermodification referred to in clause (A), (B) or (C) of clause (ii) of the first proviso of this paragraph and then only in the event suchDefaulting Lender shall be affected by such amendment, waiver or other modification or (y) in the case of any amendment, waiver orother modification referred to in clause (ii) of the first proviso of this paragraph, any Lender that receives payment in full of theprincipal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account ofsuch Lender under this Agreement and the other Loan Documents at the time such amendment, waiver or other modificationbecomes effective and whose Commitment terminates by the terms and upon the effectiveness of such amendment, waiver or othermodification.

(c) Notwithstanding anything herein to the contrary, (i) the Administrative Agent may, without the consent of anySecured Party, consent to a departure by any Loan Party from any covenant of such Loan Party set forth in this Agreement, the U.S.Collateral Agreement or in any other Security Document to the extent such departure is consistent with the authority of theAdministrative Agent set forth in the definition of the term “Collateral and Guarantee Requirement”, (ii) the Administrative Agentand the Borrowers may, without the consent of any Secured Party or any other Person, amend this Agreement, the GuaranteeAgreement, the U.S. Collateral Agreement and any other Security Document to add provisions with respect to “parallel debt” andother non-U.S. guarantee and collateral matters, including any authorizations, collateral trust arrangements or other granting ofpowers by the Lenders and the other Secured Parties in favor of the Administrative Agent, in each case if such amendment isnecessary or desirable to create or perfect, or preserve the validity, legality, enforceability and perfection of, the Guarantees andLiens contemplated to be created pursuant to this Agreement (with each of the Company and the Dutch Borrower hereby agreeing toprovide, and to cause the other Loan Parties to provide, its or their agreement to any such amendment to this Agreement, theGuarantee Agreement, the U.S. Collateral Agreement or any other Security Document reasonably requested by the AdministrativeAgent) and (iii) the Administrative Agent, the Co-Agent and the Borrowers may, without the consent of any Secured Party or anyother Person, amend or otherwise modify the provisions of this Agreement relating to the rights or obligations hereunder of the Co-Agent (in its capacity as such).

(d) The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, executeamendments, waivers or other modifications on behalf of such Lender. Any amendment, waiver or other modification effected inaccordance with this Section 9.02 shall be binding upon each Person that is at the time thereof a Lender and each Person thatsubsequently becomes a Lender.

SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Company and the Dutch Borrower shall pay (i) allreasonable documented out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates in connection with thestructuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing orreplacing, in whole or in part, any of the credit facilities provided for herein, including the preparation, execution and delivery of theEngagement Letter, as well as the preparation, execution, delivery and administration of this Agreement, the other Loan Documentsor any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplatedhereby or thereby shall be consummated), including (x) the reasonable fees, charges and disbursements of counsel for theAdministrative Agent and its Affiliates (which shall be limited to a single firm of counsel (and a single local counsel in eachapplicable jurisdiction) for the Administrative Agent and its Affiliates) and (y) fees and expenses relating to insurance reviews, fieldexaminations, appraisals and the preparation of Reports and collateral monitoring (subject, in the case of field examinations andappraisals, to the limitations with respect to the obligation of the Borrowers to pay fees and expenses therefor as set forth in Section5.09(b)), (ii) all reasonable documented out‑of‑pocket

expenses incurred by the Co-Agent relating to field examinations and appraisals (subject to the limitations with respect to theobligation of the Borrowers to pay fees and expenses therefor as set forth in Section 5.09(b)), (iii) all reasonable out‑of-pocketexpenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit orany demand for payment thereunder and (iv) all out-of-pocket expenses incurred by the Administrative Agent, the Co-Agent, anyArranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any of the foregoing, inconnection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under thisSection, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of‑pocket expensesincurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit or incurred in connectionwith the liquidation of the Collateral.

(b) The Company and the Dutch Borrower shall indemnify the Administrative Agent (and any sub-agent thereof),the Co-Agent, each Arranger, the Syndication Agent, the Documentation Agent, each Lender and Issuing Bank, and each RelatedParty of any of the foregoing Persons (each such Person being called an “ Indemnitee ”), against, and hold each Indemnitee harmlessfrom, any and all losses, claims, damages, penalties, liabilities and related expenses, including the fees, charges and disbursements ofany counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i)the structuring, arrangement and the syndication of the credit facilities provided for herein, the preparation, execution, delivery andadministration of the Engagement Letter, this Agreement, the other Loan Documents or any other agreement or instrumentcontemplated hereby or thereby, the performance by the parties to the Engagement Letter, this Agreement or the other LoanDocuments of their obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby,(ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demandfor payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with theterms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any propertycurrently or formerly owned, leased or operated by the Company or any Subsidiary, or any other Environmental Liability to theextent related in any way to the Company or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation orproceeding relating to any of the foregoing, whether based on contract, tort or any other theory and whether initiated against or byany party to the Engagement Letter, this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any thirdparty (and regardless of whether any Indemnitee is a party thereto); provided that such indemnity shall not, as to any Indemnitee, beavailable to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court ofcompetent jurisdiction by final and nonappealable judgment to have resulted from (i) the gross negligence or wilful misconduct ofsuch Indemnitee or (ii) a material breach of the obligations of such Indemnitee under this Agreement or any other Loan Document.WITHOUT LIMITATION, THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY TO EACH INDEMNITEE WITHRESPECT TO ANY LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES WHICH INWHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCHINDEMNITEE OR ANY OF ITS RELATED PARTIES OR OF ANY OTHER PERSON. This paragraph shall not apply withrespect to Taxes, other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

(c) To the extent that the Company and the Dutch Borrower fail to indefeasibly pay any amount required to be paidby them under paragraph (a) or (b) of this Section to the Administrative Agent (or any sub-agent thereof), the Co-Agent, any IssuingBank or any Related Party of any of the foregoing (and without limiting their obligation to do so), each Lender severally agrees topay to the Administrative Agent (or any such sub-agent), the Co-Agent, such Issuing Bank or such Related Party, as the case may be,such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity

payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability orrelated expense, as the case may be, was incurred by or asserted against the Administrative Agent (or such sub-agent), the Co-Agentor such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent(or any such sub-agent) or any Issuing Bank in connection with such capacity. For purposes of this Section, a Lender’s “pro ratashare” shall be determined based upon its share of the sum of the total Revolving Exposures and unused Commitments at the time(or most recently outstanding and in effect).

(d) To the fullest extent permitted by applicable law, neither the Company nor the Dutch Borrower shall assert, orpermit any of their Affiliates or Related Parties to assert, and each hereby waives, any claim against any Indemnitee (i) for anydamages arising from the use by others of information or other materials obtained through telecommunications, electronic or otherinformation transmission systems (including the Internet) or (ii) on any theory of liability, for special, indirect, consequential orpunitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, anyother Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter ofCredit or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable promptly after written demand therefor.

SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure tothe benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any IssuingBank that issues any Letter of Credit), except that (i) neither Company nor the Dutch Borrower may assign or otherwise transfer anyof its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and anyattempted assignment or transfer by the Company or the Dutch Borrower without such consent shall be null and void) and (ii) noLender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in thisAgreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respectivesuccessors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants(to the extent provided in paragraph (c) of this Section), each Arranger, the Syndication Agent, the Documentation Agent and, to theextent expressly contemplated hereby, the sub-agents of the Administrative Agent and the Related Parties of any of theAdministrative Agent, the Co-Agent, any Arranger, the Syndication Agent, the Documentation Agent, any Issuing Bank and anyLender) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more EligibleAssignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and theLoans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Company; provided that no consent of the Company shall be required (1) for an assignment to aLender, an Affiliate of a Lender or an Approved Fund and (2) if an Event of Default has occurred and is continuing,for any other assignment; provided further that the Company shall be deemed to have consented to any suchassignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days afterhaving received notice thereof;

(B) the Administrative Agent; and

(C) each Issuing Bank.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or anassignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of theCommitment or Loans of the assigning Lender subject to each such assignment (determined as of the date theAssignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not beless than US$5,000,000 unless each of the Company and the Administrative Agent otherwise consents; provided thatno such consent of the Company shall be required if an Event of Default has occurred and is continuing; providedfurther that the Company shall be deemed to have consented to any such assignment unless it shall object thereto bywritten notice to the Administrative Agent within 10 Business Days after having received notice thereof;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigningLender’s rights and obligations under this Agreement;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment andAssumption (or an agreement incorporating by reference a form of Assignment and Assumption posted on thePlatform), together with a processing and recordation fee of US$3,500, provided that only one such processing andrecordation fee shall be payable in the event of simultaneous assignments from any Lender or its Approved Funds toone or more other Approved Funds of such Lender; and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an AdministrativeQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information(which may contain MNPI) will be made available and who may receive such information in accordance with theassignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after theeffective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extentof the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under thisAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment andAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumptioncovering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyhereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03). Any assignment or transfer by aLender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes ofthis Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.04(c).

(iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shallmaintain at one of its offices a copy of each Assignment and Assumption delivered to it and records of the names andaddresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LCDisbursements owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in theRegister shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent, the Issuing Banks and theLenders

may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for allpurposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by theCompany and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time uponreasonable prior notice.

(v) Upon receipt by the Administrative Agent of an Assignment and Assumption (or an agreement incorporating byreference a form of Assignment and Assumption posted on the Platform) executed by an assigning Lender and an assignee,the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder) and theprocessing and recordation fee referred to in this Section, the Administrative Agent shall accept such Assignment andAssumption and record the information contained therein in the Register; provided that the Administrative Agent shall not berequired to accept such Assignment and Assumption or so record the information contained therein if the AdministrativeAgent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or isotherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shallincur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the formof (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lenderand the assignee. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Registeras provided in this paragraph, and following such recording, unless otherwise determined by the Administrative Agent (suchdetermination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on theconsent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment andAssumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment andAssumption, shall be deemed to have represented to the Administrative Agent that all written consents required by thisSection with respect thereto (other than the consent of the Administrative Agent) have been obtained and that suchAssignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution anddelivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and theAdministrative Agent that such assignee is an Eligible Assignee.

(c) (i) Any Lender may, without the consent of any Borrower, the Administrative Agent or any Issuing Bank, sellparticipations to one or more Eligible Assignees (“ Participants ”) in all or a portion of such Lender’s rights and obligations underthis Agreement (including all or a portion of its Commitments and Loans of any Class); provided that (A) such Lender’s obligationsunder this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for theperformance of such obligations and (C) the Company, the Dutch Borrower, the Administrative Agent, the Issuing Banks and theother Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligationsunder this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that suchLender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provisionof this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not,without the consent of the Participant, agree to any amendment, modification or waiver described in clause (ii) of the first proviso toSection 9.02(b) that affects such Participant or requires the approval of all the Lenders. The Company and the Dutch Borrower agreethat each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 (subject to the requirements and limitationstherein, including the requirements under Section 2.16(f) (it being understood that the documentation required under Section 2.16(f)shall be delivered by the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignmentpursuant to paragraph (b) of this Section; provided that such Participant (x) agrees to be subject

to the provisions of Sections 2.17 and 2.18 as if it were an assignee under paragraph (b) of this Section and (y) shall not be entitled toreceive any greater payment under Section 2.14 or 2.16, with respect to any participation, than its participating Lender would havebeen entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occursafter the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Company’s request andexpense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 2.18(b) with respect to anyParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were aLender; provided that such Participant agrees to be subject to Section 2.17(c) as though it were a Lender.

(ii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of theBorrowers, maintain records of the name and address of each Participant and the principal amounts (and stated interest) ofeach Participant’s interest in the Loans or other obligations under this Agreement or any other Loan Document (the “Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the ParticipantRegister (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments,Loans, Letters of Credit or its other obligations under this Agreement or any other Loan Document) to any Person except tothe extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is inregistered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Registershall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the ParticipantRegister as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. Forthe avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility formaintaining any Participant Register.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under thisAgreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bankor other central bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no suchpledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgeeor assignee for such Lender as a party hereto.

SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties inthe Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or anyother Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution anddelivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigationmade by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Co-Agent, any Arranger, theSyndication Agent, the Documentation Agent, any Issuing Bank, any Lender or any Affiliate of any of the foregoing may have hadnotice or knowledge of any Default or incorrect representation or warranty at the time any Loan Document is executed and deliveredor any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest onany Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any LC Exposure is outstandingand so long as the Commitments have not expired or terminated. Notwithstanding the foregoing or anything else to the contrary setforth in this Agreement or any other Loan Document, in the event that, in connection with the refinancing or repayment in full of thecredit facilities provided for herein, an Issuing Bank shall have provided to the Administrative Agent a written consent to the releaseof the Lenders from their obligations hereunder with respect to any Letter of Credit issued by such Issuing Bank (whether as a

result of the obligations of the applicable Borrower (and any other account party) in respect of such Letter of Credit having beencollateralized in full by a deposit of cash with such Issuing Bank, or being supported by a letter of credit that names such IssuingBank as the beneficiary thereunder, or otherwise), then from and after such time such Letter of Credit shall cease to be a “Letter ofCredit” outstanding hereunder for all purposes of this Agreement and the other Loan Documents, and the Lenders shall be deemed tohave no participations in such Letter of Credit, and no obligations with respect thereto, under Section 2.05(d) or 2.05(f). Theprovisions of Sections 2.14, 2.15, 2.16, 2.17(e) and 9.03 and Article VIII shall survive and remain in full force and effect regardlessof the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of theLetters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution. (a) This Agreement may beexecuted in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but allof which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entirecontract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings,oral or written, relating to the subject matter hereof, including any commitment advices submitted by any Lenders (but do notsupersede any other provision of the Engagement Letter (or any separate letter agreements with respect to fees payable to theAdministrative Agent or any Issuing Bank) that do not by the terms of such documents terminate upon the effectiveness of thisAgreement, all of which provisions shall remain in full force and effect). Except as provided in Section 4.01, this Agreement shallbecome effective when it shall have been executed by the Administrative Agent and the Administrative Agent shall have receivedcounterparts hereof that, when taken together, bear the signatures of all of the other parties hereto, and thereafter shall be bindingupon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart ofa signature page of this Agreement by fax, emailed pdf. or any other electronic means that reproduces an image of the actualexecuted signature page shall be effective as delivery of a manually executed counterpart of this Agreement.

(b) The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to anydocument to be signed in connection with this Agreement or any other Loan Document and the transactions contemplated herebyshall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be ofthe same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the FederalElectronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or anyother similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require theAdministrative Agent to accept electronic signatures in any form or format without its prior written consent.

SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in anyjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability withoutaffecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in aparticular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender andIssuing Bank, and each Affiliate of any of the foregoing, is hereby authorized at any time and from time to time, to the fullest extentpermitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, inwhatever currency) or other

amounts at any time held and other obligations (in whatever currency) at any time owing by such Lender or Issuing Bank, or by suchan Affiliate, to or for the credit or the account of (a) any U.S. Loan Party against any of and all the obligations of the Company or theDutch Borrower now or hereafter existing under this Agreement held by such Lender or Issuing Bank or (b) any Non-U.S. LoanParty against any of and all the obligations of the Dutch Borrower now or hereafter existing under this Agreement held by suchLender or Issuing Bank, in each case, irrespective of whether or not such Lender or Issuing Bank shall have made any demand underthis Agreement and although such obligations of the Company or the Dutch Borrower are not yet due or are owed to a branch, officeor Affiliate of such Lender or such Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated onsuch indebtedness. The rights of each Lender and Issuing Bank, and each Affiliate of any of the foregoing, under this Section are inaddition to other rights and remedies (including other rights of setoff) that such Lender, Issuing Bank or Affiliate may have. EachLender and Issuing Bank agrees to notify the Company and the Administrative Agent promptly after any such setoff and application;provided that the failure to give notice shall not affect the validity of such setoff and application.

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be governedby, and construed in accordance with, the law of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdictionof the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the SouthernDistrict of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to thisAgreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the Company and theDutch Borrower hereby irrevocably and unconditionally agrees that all claims arising out of or relating to this Agreement or anyother Loan Document brought by it or any of its Affiliates shall be brought, and shall be heard and determined, exclusively in suchNew York State or, to the extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any suchaction or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other mannerprovided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Co-Agent, any Issuing Bank orany Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document againstany Loan Party or any of its properties in the courts of any jurisdiction.

(c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, anyobjection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to thisAgreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each party hereto herebyirrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action orproceeding in any such court.

(d) Each party hereto hereby irrevocably consents to service of process in the manner provided for notices inSection 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serveprocess in any other manner permitted by law.

(e) The Dutch Borrower hereby irrevocably designates, appoints and empowers the Company as its authorizeddesignee, appointee and agent (the “ Authorized Agent ”) to receive, accept and forward for and on its behalf service of any and alllegal process, summons, notices and documents that may be served in any action or proceeding arising out of or relating to thisAgreement or any other Loan Document. Such service may be made by mailing a copy of such process to the Dutch Borrower in thecare of the

Authorized Agent at its address set forth above. Service of process upon the Authorized Agent shall be deemed, in every respect,effective service of process upon the Dutch Borrower.

(f) In the event the Dutch Borrower or any of its assets has or hereafter acquires, in any jurisdiction in whichjudicial proceedings may at any time be commenced with respect to this Agreement or any other Loan Document, any immunityfrom jurisdiction, legal proceedings, attachment (whether before or after judgment), execution, judgment or setoff, the DutchBorrower hereby irrevocably agrees not to claim and hereby irrevocably and unconditionally waives such immunity.

SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY INANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHERBASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NOREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OROTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THEFOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEENINDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS ANDCERTIFICATIONS IN THIS SECTION.

SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenienceof reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration ininterpreting, this Agreement.

SECTION 9.12. Confidentiality. Each of the Administrative Agent, the Co-Agent, the Lenders and the IssuingBanks agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) toits Related Parties, including accountants, legal counsel and other agents and advisors, it being understood that the Persons to whomsuch disclosure is made shall be subject to a professional or other obligation of confidentiality or will be informed of the confidentialnature of such Information and instructed to keep such Information confidential, (b) to the extent required or requested by anyGovernmental Authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatoryauthority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable law or by anysubpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies underthis Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other LoanDocument or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing confidentiality undertakingssubstantially similar to those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in,any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its Related Parties) to any swapor derivative transaction relating to the Company or any Subsidiary and their respective obligations, (g) on a confidential basis to (i)any rating agency in connection with rating the Company or its Subsidiaries or the credit facilities provided for herein or (ii) theCUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to thecredit facilities provided for herein, (h) in the case of information with respect to this Agreement that is of the type routinelyprovided by arrangers to such providers, to data service providers, including league table providers, that serve the lending industry,(i) with the consent of the Company or (j) to the extent such Information (i) becomes publicly available other than as a result of abreach of this Section or (ii) becomes available to the Administrative Agent, the Co-Agent, any Lender,

any Issuing Bank or any Affiliate of any of the foregoing on a nonconfidential basis from a source other than the Company or anySubsidiary. For purposes of this Section, “ Information ” means all information received from the Company or any Subsidiariesrelating to the Company or any Subsidiary or their businesses, other than any such information that is available to the AdministrativeAgent, the Co-Agent, any Lender or any Issuing Bank on a nonconfidential basis prior to disclosure by the Company or anySubsidiaries; provided that, in the case of information received from the Company or any Subsidiaries after the date hereof, suchinformation is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality ofInformation as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercisedthe same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidentialinformation. It is agreed that, notwithstanding the restrictions of any prior confidentiality agreement binding on the AdministrativeAgent, the Co-Agent or any Arranger, such Persons may disclose Information as provided in this Section.

SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time theinterest rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest on such Loan underapplicable law (collectively the “ Charges ”), shall exceed the maximum lawful rate (the “ Maximum Rate ”) that may be contractedfor, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interestpayable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the MaximumRate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable asa result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of otherLoans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interestthereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.14. Release of Liens and Guarantees. (a) Subject to Section 2.04 of the Guarantee Agreement (or anycomparable provision of any other Loan Document), the Guarantees made under the Guarantee Agreement and the Liens createdunder the Loan Documents shall automatically terminate and be released when all the Loan Document Obligations (other thancontingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection as to which no claim has beenmade) have been paid in full in cash, the Lenders have no further commitment to lend under this Agreement, the LC Exposure hasbeen reduced to zero (including as a result of obtaining consent of the applicable Issuing Bank as described in Section 9.05) and theIssuing Banks have no further obligations to issue, amend or extend Letters of Credit under this Agreement.

(b) A Subsidiary Loan Party (other than the Dutch Borrower) shall automatically be released from its obligationsunder the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such SubsidiaryLoan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result ofwhich such Subsidiary Loan Party ceases to be a Subsidiary; provided that if so required by this Agreement, the Required Lendersshall have consented to such transaction and the terms of such consent shall not have provided otherwise.

(c) Upon any sale, transfer or other disposition by any Loan Party (other than to the Company or any SubsidiaryLoan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to therelease of the security interest created under any Security Document in any Collateral pursuant to Section 9.02, the security interestsin such Collateral created by the Security Documents shall be automatically released.

(d) In connection with any termination or release pursuant to this Section, the Administrative Agent shall executeand deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidencesuch termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to orwarranty by the Administrative Agent. In the event of any conflict between the provisions of this Section and any release ortermination provisions set forth in any Security Document, the provisions of this Section shall govern and control.

SECTION 9.15. USA PATRIOT Act Notice. Each Lender and the Administrative Agent (for itself and not onbehalf of any Lender) hereby notifies each Loan Party that pursuant to the requirements of the USA PATRIOT Act it is required toobtain, verify and record information that identifies such Loan Party, which information includes the name and address of such LoanParty and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party inaccordance with such Act.

SECTION 9.16. No Fiduciary Relationship. Each of the Company and the Dutch Borrower, on behalf of itself andits subsidiaries, agrees that in connection with all aspects of the transactions contemplated hereby and any communications inconnection therewith, the Company, the Dutch Borrower and their other Affiliates, on the one hand, and the Administrative Agent,the Co-Agent, any Arranger, the Lenders, the Issuing Banks and their Affiliates, on the other hand, will have a business relationshipthat does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, the Co-Agent, anyArranger, the Lenders, the Issuing Banks or their Affiliates, and no such duty will be deemed to have arisen in connection with anysuch transactions or communications. The Administrative Agent, the Co-Agent, the Arrangers, the Lenders, the Issuing Banks andtheir Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involveinterests that differ from those of the Company, the Dutch Borrower and their other Affiliates, and none of the Administrative Agent,the Co-Agent, the Arrangers, the Lenders, the Issuing Banks or their Affiliates has any obligation to disclose any of such interests tothe Company, the Dutch Borrower or any of their Affiliates.

SECTION 9.17. Non-Public Information. (a) Each Lender acknowledges that all information, including requestsfor waivers and amendments, furnished by the Company, the Dutch Borrower, the Administrative Agent or the Co-Agent pursuant toor in connection with, or in the course of administering, this Agreement will be syndicate-level information, which may containMNPI. Each Lender represents to the Company, the Dutch Borrower, the Administrative Agent and the Co-Agent that (i) it hasdeveloped compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures andapplicable law, including Federal, state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire acredit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicablelaw, including Federal, state and foreign securities laws.

(b) The Company, the Dutch Borrower and each Lender acknowledges that, if information furnished by or onbehalf of the Company, the Dutch Borrower or any other Loan Party pursuant to or in connection with this Agreement is beingdistributed by the Administrative Agent through the Platform, (i) the Administrative Agent may post any information that theCompany or the Dutch Borrower has indicated as containing MNPI solely on that portion of the Platform designated for Private SideLender Representatives and (ii) if the Company or the Dutch Borrower has not indicated whether any information furnished by itpursuant to or in connection with this Agreement contains MNPI, the Administrative Agent reserves the right to post suchinformation solely on that portion of the Platform designated for Private Side Lender Representatives. Each of the Company and theDutch Borrower agrees to clearly designate all information provided to the Administrative Agent by or on behalf of the Company,the Dutch Borrower or any other Loan

Party that is suitable to be made available to Public Side Lender Representatives, and the Administrative Agent shall be entitled torely on any such designation by the Company and the Dutch Borrower without liability or responsibility for the independentverification thereof.

SECTION 9.18. Judgment Currency . (a) If, for the purpose of obtaining judgment in any court, it is necessary toconvert a sum owing hereunder in dollars into another currency, each party hereto agrees, to the fullest extent that it may effectivelydo so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdictionU.S. dollars could be purchased with such other currency on the Business Day immediately preceding the day on which finaljudgment is given.

(b) The obligations of each party hereto in respect of any sum due to any other party hereto or any holder of theobligations owing hereunder (the “ Applicable Creditor ”) shall, notwithstanding any judgment in a currency (the “ JudgmentCurrency ”) other than U.S. dollars, be discharged only to the extent that, on the Business Day following receipt by the ApplicableCreditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normalbanking procedures in the relevant jurisdiction purchase U.S. dollars with the Judgment Currency; if the amount of U.S. dollars sopurchased is less than the sum originally due to the Applicable Creditor in U.S. dollars, such party agrees, as a separate obligationand notwithstanding any such judgment, to indemnify the Applicable Creditor against such deficiency. The obligations of the partiescontained in this Section shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

SECTION 9.19. Excluded Swap Obligations . (a) Notwithstanding any provision of this Agreement or any otherLoan Document to the contrary, no Guarantee by any Subsidiary Loan Party under any Loan Document shall include a Guarantee ofany Secured Obligation that, as to such Subsidiary Loan Party, is an Excluded Swap Obligation, and no Collateral provided by anySubsidiary Loan Party shall secure any Secured Obligation that, as to such Subsidiary Loan Party, is an Excluded Swap Obligation.In the event that any payment is made pursuant to any Guarantee by, or any amount is realized from Collateral of, any SubsidiaryLoan Party as to which any Secured Obligations are Excluded Swap Obligations, such payment or amount shall be applied to pay theSecured Obligations of such Loan Party as otherwise provided herein and in the other Loan Documents without giving effect to suchExcluded Swap Obligations, and each reference in this Agreement or any other Loan Document to the ratable application of suchamounts as among the Secured Obligations or any specified portion of the Secured Obligations that would otherwise include suchExcluded Swap Obligations shall be deemed so to provide.

(b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocablyundertakes to provide such funds or other support as may be needed from time to time by each other Loan Party that would nototherwise be a Qualified ECP Guarantor but for the effectiveness of this Section, to enable each such other Loan Party to honor all ofits obligations under the Loan Documents in respect of Swap Obligations (subject to the limitations on its Guarantee under theGuarantee Agreement). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect untilits Guarantee under the Guarantee Agreement is released. Each Qualified ECP Guarantor intends that this Section shall constitute a“keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of theCommodity Exchange Act.

(c) The following terms shall for purposes of this Section have the meanings set forth below:

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S. C. § et seq.), as amended from time totime, and any successor statute.

“ Excluded Swap Obligation ” means, with respect to any Subsidiary Loan Party, any Swap Obligation if, and to theextent that, the Guarantee by such Subsidiary Loan Party of, or the grant by such Subsidiary Loan Party of a security interestto secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or anyrules or regulations promulgated thereunder or order of the Commodity Futures Trading Commission (or the application orofficial interpretation of any thereof) by virtue of such Subsidiary Loan Party’s failure for any reason to constitute an“eligible contract participant” as defined in the Commodity Exchange Act at the time the Guarantee of, or grant of a securityinterest by, such Subsidiary Loan Party becomes effective with respect to such related Swap Obligation.

“ Swap Obligation ” means any obligation to pay or perform under any agreement, contract or transaction thatconstitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“ Qualified ECP Guarantor ” means, in respect of any Swap Obligation, each Subsidiary Loan Party that has totalassets exceeding US$10,000,000 or that otherwise constitutes an “eligible contract participant” under the CommodityExchange Act or any rules or regulations promulgated thereunder or order of the Commodity Futures Trading Commission(or the application or official interpretation of any thereof) at the time such Swap Obligation is incurred (including as a resultof the agreement in this Section or any other Guarantee or other support agreement in respect of the obligations of suchSubsidiary Loan Party by another Person that constitutes an “eligible contract participant”).

SECTION 9.20. Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstandinganything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties hereto,each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extentsuch liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees andconsents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any suchliabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEAFinancial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and thatsuch shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liabilityunder this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversionpowers of any EEA Resolution Authority.

(c) The following terms shall for purposes of this Section have the meanings set forth below:

“ Bail-In Action ” means, as to any EEA Financial Institution, the exercise of any Write-Down and ConversionPowers by the applicable EEA Resolution Authority in respect of any liability of such EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEAMember Country from time to time that is described in the EU Bail-In Legislation Schedule.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA MemberCountry that is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA MemberCountry that is a parent of an institution described in clause (a) above or (c) any financial institution established in an EEAMember Country that is a subsidiary of an institution described in clause (a) or (b) above and is subject to consolidatedsupervision with its parent.

“ EEA Member Country ” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with publicadministrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of anyEEA Financial Institution.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan MarketAssociation (or any successor person), as in effect from time to time.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down andconversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEAMember Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by theirrespective authorized officers as of the day and year first above written.

GOPRO, INC.,by /s/ Brian McGee

Name: Brian McGeeTitle: Chief Financial Officer

GOPRO COÖPERATIEF U.A.,by /s/ Virginia Crowe

Name: Virginia CroweTitle: Managing Director


individually and as Administrative Agent,

by /s/ Tony Yung

Name: Tony YungTitle: Executive Director

SIGNATURE PAGE TOTHE CREDIT AGREEMENT

OF GOPRO, INC.

Name of Institution: BARCLAYS BANK PLCby /s/ Marguerite Sutton

Name: Marguerite SuttonTitle: Vice President

Name of Institution: Citibank, N.A.by /s/ Shane V. Azzara

Name: Shane V. AzzaraTitle: Director & Vice President

Name of Institution: Morgan Stanley Senior Fundingby /s/ Michael King

Name: Michael KingTitle: Vice President

Name of Institution: Silicon Valley Bankby /s/ Alina Zinchik

Name: Alina ZinchikTitle: Director

Name of Institution: Wells Fargo Bank, National Association:by /s/ Kevin M. Cox

Name: Kevin M. CoxTitle: Managing Director

Name of Institution: Wells Fargo Bank, National Association (LondonBranch):by /s/ N.B. Hogg

Name: N. B. HoggTitle: Authorized Signatory

EXHIBIT A

[FORM OF]ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “ Assignment and Assumption ”) is dated as of the Effective Date set forthbelow and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized termsused but not defined herein shall have the meanings given to them in the Credit Agreement dated as of March 25, 2016 (as amended,restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among GoPro, Inc., GoPro CoöperatiefU.A., the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, receipt of a copy ofwhich is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are herebyagreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assigneehereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditionsreferred to above and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below,(a) all the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents orinstruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of suchoutstanding rights and obligations of the Assignor under the credit facility identified below (including any Guarantees, Letters ofCredit and Protective Advances included in such facilities) and (b) to the extent permitted to be assigned under applicable law, allclaims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known orunknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant theretoor the loan transactions governed thereby or in any way based on or related to any of the foregoing, including

contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights andobligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and(b) above being referred to herein collectively as the “ Assigned Interest ”). Such sale and assignment is without recourse to theAssignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor:

2. Assignee:

[and is [a Lender] [an Affiliate/Approved Fund of [Identify Lender]]] Select as applicable.

3. Borrowers: GoPro, Inc. and GoPro Coöperatief U.A.

4. Administrative Agent: JPMorgan Chase Bank, N.A., as the Administrative Agent under the Credit Agreement

5. Assigned Interest:

Facility Assigned

Aggregate Amount ofCommitments/Revolving Loans of

all Lenders

Amount of theCommitments/Revolving AssignedMust comply with the minimumassignment amounts set forth in

Section 9.04(b)(ii)(A) of the CreditAgreement, to the extent such

minimum assignment amounts areapplicable.

Percentage Assigned ofAggregate Amount of

Commitments/ RevolvingLoans of all Lenders Set forth,to at least 9 decimals, as a

percentage of theCommitments/RevolvingLoans of all Lenders.

Commitments/Revolving Loans US$ US$ %

Effective Date: , 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THEEFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]

The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire inwhich the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) willbe made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicablelaws, including Federal, state and foreign securities laws.

Exhibit A

The terms set forth above are hereby agreed to:

________________, as Assignor,

By:_____________________________ Name: Title:

________________, as Assignee, The Assignee mustdeliver to the Company all applicable Tax forms required to bedelivered by it under Section 2.16(f) of the Credit Agreement.

By:_____________________________ Name: Title:

[Consented to and] No consent of the Administrative Agent isrequired for an assignment to a Lender, an Affiliate of a Lender or anApproved Fund under Section 9.04(b) of the Credit Agreement. Accepted:

JPMORGAN CHASE BANK, N.A., as AdministrativeAgent,

By:___________________________ Name: Title:

Consented to:

[GOPRO, INC.,

By:_____________________________ Name: Title:] No consent of the Company is required for an assignment toa Lender, an Affiliate of a Lender or an Approved Fund or, if an Eventof Default has occurred and is continuing, for any other assignmentunder Section 9.04(b) of the Credit Agreement.

[NAME OF EACH ISSUING BANK,

By:_____________________________ Name: Title:]

Exhibit A

ANNEX 1 TOASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FORASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the AssignedInterest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power andauthority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate thetransactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representationsmade in or in connection with the Credit Agreement or any other Loan Document, other than statements made by it herein, (ii) theexecution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder,(iii) the financial condition of the Company, any Subsidiary or any other Affiliate of the Company or any other Person obligated inrespect of any Loan Document or (iv) the performance or observance by the Company, any Subsidiary or any other Affiliate of theCompany or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken allaction necessary, to execute and deliver this Assignment and Assumption, to consummate the transactions contemplated hereby andto become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that arerequired to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, itshall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shallhave the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the mostrecent financial statements delivered pursuant to Section 5.01 thereof (or, prior to the first such delivery, the financial statementsreferred to in Section 3.04 thereof), and such other documents and information as it has deemed appropriate to make its own creditanalysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which ithas made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (v) if it isa Lender that is a U.S. Person, attached hereto is an executed original of IRS Form W-9 certifying that such Lender is exempt fromU.S. Federal backup withholding tax and (vi) if it is a Foreign Lender, attached hereto is any documentation required to be deliveredby it pursuant to the terms of the Credit Agreement (including Section 2.16(f) thereof), duly completed and executed by theAssignee, and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any otherLender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own creditdecisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of theobligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of theAssigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts haveaccrued prior to or on or after the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in paymentsby the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly betweenthemselves.

Exhibit A

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the partieshereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts(and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when takentogether shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Assignment andAssumption by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of thisAssignment and Assumption. This Assignment and Assumption shall be governed by and construed in accordance with the laws ofthe State of New York.

EXHIBIT B

[FORM OF]BORROWING BASE CERTIFICATE

GoPro, Inc.Borrowing Base Coverpage

For Period Ending [•] In US$

U.S. Loan Parties

GoPro Coöperatief U.A. Netherlands Hong Kong Total

A. Available Account Receivables B. Available FG Inventory C. Available Bulk Inventory

D.Available Drone ComponentsInventory

E. Available Components Inventory

F.Total collateral availability, beforeforeign BB caps

In-transit Inventory, before Cap In-transit Cap In-transit exceeding cap Hong Kong inventory availability Non-US BB availability Hong Kong inventory cap 1 Non-US BB availability cap 1

G.Total collateral availability, afterforeign BB caps

H. Less: total reserves I. Borrowing Base (lines G-H) J. Lesser of (1) Aggregate Commitments (2) Borrowing Base

Exhibit A

K. Aggregate Revolving Exposure Loans LC Exposure Aggregate Revolving Exposure 0 0 0

L. Availability (items J-K) 2 $ $ $

M.Suppressed Availability (items J(2)-J(1)) 0

1 Non-US BB availability capped at 45% of total BB; provided further that inventory physically located Hong Kong capped at 25% of total BB

2 US Borrower can only access the US BB; the Dutch Borrower can accessthe Global BB

Officer's Certification:

Reference is made to the Credit Agreement dated as of March 25, 2016 (as amended, restated, supplemented or otherwise modified fromtime to time, the " Credit Agreement "), among GoPro, Inc. (the " Company "), GoPro Coöperatief U.A., the Lenders from time to timeparty thereto and JPMorgan Chase Bank, N.A. as Administrative Agent (the " Administrative Agent "). The undersigned, a FinancialOfficer of the Company, hereby certifies (solely in [his/her] capacity as an officer and not individually) that the information providedherein is complete and accurate as of the date hereof and has been prepared in a manner consistent in all material respects with theprovisions of the Credit Agreement with respect to the Aggregate Borrowing Base, the U.S. Borrowing Base and the Non-U.S.Borrowing Base (including the component definitions thereof), excluding any applicable provisions contained therein that require adetermination by the Administrative Agent). The undersigned acknowledges and agrees that in the event of any conflict between thisBorrowing Base Certificate and related provisions of the Credit Agreement, the terms of the Credit Agreement shall control.

GoPro, Inc. Name Date Title

Exhibit B

GoPro, Inc.Borrowing Base - Eligible Accounts

For Period Ending [XX] In US$ U.S. Loan

Parties


Gross accounts Less ineligibles: 1 Past Due > 60 PDD, > 90 PID a Past due credits a Cross-age 50% b Intercompany, affiliate c Ineligible A/R Jurisdiction d Government e Concentration cap- 15% for non-IG; 25% for IG f Bankruptcy, liquidation g Debtor sold all assets h Uncollectible payment i Without necessary NBAR j Sanctioned Person k Contra; counterclaim, deduction, dispute l Nonordinary course reductions, new invoice for partial payment m Credit card sales, cash on delivery, cash deposit sales n Ineligible currency o Foreign currency exchange revaluation accrual o No perfected security interest; subject to other Liens p No invoice; reinvoiced; restructured q Progress billing ; retainage invoices ; subj to security, deposit, advance r Nonordinary course, payments of interest s Non-delivered, unperformed services, FOB Destination, not-final sale t Bill-and-hold, consignment, contigent sale, guaranteed sale u Chattel paper, promissory note v Breach of covenants/reps/warranties w Non-compliant with applicable laws x Other Person has ownership interest y Agreements governed by laws of ineligible jurisdictions z Ban on assignment aa Extended retention of title bb Best Buy Factoring cc Acquired A/R non-diligenced > 10% cap dd Other ineligibles Total ineligibles Eligible accounts, before dilution

Dilution % > 5% per most recent field exam Dilution reserve Eligible accounts before advance rate Advance rate Available Accounts, before Reserves

Exhibit B

1 Eligible Accounts definition

Exhibit B

GoPro, Inc.Borrowing Base - Eligible New Inventory


Parties


Gross New inventory $ $ $ $

Add: FOB Destination Add: In-transit New inventory Adjusted gross New inventory Ineligibles: 1 No title; others have ownership interest a $ $ $ $

No possession b Located in an ineligible inventory jurisdiction c Located at an ineligible site c Moduslink - Singapore c Moduslink - Czech Republic c Moduslink - China c Kolar-France c <$150,000 at a location d Ineligible intransit: not shipped from/to Eligible Jurisdictions e Other In-transit ineligibles: 0 Not yet paid for e. b Not insured e. c Subject to negotiable BOLs e. d Common carrier affiliate e. e Customs broker affiliate e. f Located in leased location, 3rd party warehouse, DC f Consigned g Subject to negotiable Bill of Lading h No perfected security interest; subject to other Liens i Supplies, spare parts, packaging, display items, samples j Returned, rejected by customers k Damaged, defective, obsolete, excess, unsalable l Returning to vendor m Non-conforming to governmental standards n Bill and hold o Subj to IP, licenses, royalties, impeding Agt's ability to sell p Breach of covenants/reps/warranties q Seller assert reclamation rights r Retention of title s Acquired Inventory non-diligenced > 10% cap t Other Total ineligibles Eligible New inventory, before advance rate $ $ $ $

Lesser of (a) and (b): (a) Advance rate NOLV% per most recent appraisal 2 (b) NOLV at

Exhibit B

Eligible accounts before advance rate Advance rate Available New inventory, before Reserves 3 $ $ $ $

1 Eligible Accounts definition 2 NOLV rates subject to change per latest third party appraisal 3 Drone and new inventory subject to total BB cap per credit agreement

Exhibit B

GoPro, Inc.Borrowing Base - Eligible FG Inventory


Parties


Gross FG inventory Add: In-transit FG Adjusted gross FG inventory Ineligibles: 1 No title; others have ownership interest a No possession b Located in an ineligible inventory jurisdiction c Located at an ineligible site c Moduslink - Singapore c Moduslink - Czech Republic c Moduslink - China c Kolar-France c <$150,000 at a location d Ineligible intransit: not shipped from/to Eligible Jurisdictions e Other In-transit ineligibles: Not yet paid for e. b Not insured e. c Subject to negotiable BOLs e. d Common carrier affiliate e. e Customs broker affiliate e. f Located in leased location, 3rd party warehouse, DC f Consigned g Subject to negotiable Bill of Lading h No perfected security interest; subject to other Liens i Supplies, spare parts, packaging, display items, samples j Returned, rejected by customers k Damaged, defective, obsolete, excess, unsalable l Returning to vendor m Non-conforming to governmental standards n Bill and hold o Subj to IP, licenses, royalties, impeding Agt's ability to sell p Breach of covenants/reps/warranties q Seller assert reclamation rights r Retention of title s Acquired Inventory non-diligenced > 10% cap t Other Total ineligibles Eligible FG inventory before advance rate Lesser of (a) and (b): (a) Advance rate NOLV% per most recent appraisal 2 (b) NOLV at 3 85%

Exhibit B

90% Available FG inventory, before Reserves

1 Eligible Inventory and Eligible In-Transit Inventory Definitions 2 NOLV rates subject to change per latest third party appraisal 3 90% of NOLV is used during high period (July 1 to December 31)

Exhibit B

GoPro, Inc.Borrowing Base - Eligible Bulk Inventory


Parties


Gross Bulk inventory Add: In-transit Bulk Adjusted gross Bulk inventory Ineligibles: 1 No title; others have ownership interest a No possession b Located in an ineligible inventory jurisdiction c Located at an ineligible site c Moduslink - Singapore c Moduslink - Czech Republic c Moduslink - China c Kolar-France c <$150,000 at a location d Ineligible intransit: not shipped from/to Eligible Jurisdictions e Other In-transit ineligibles: Not yet paid for e. b Not insured e. c Subject to negotiable BOLs e. d Common carrier affiliate e. e Customs broker affiliate e. f Located in leased location, 3rd party warehouse, DC f Consigned g Subject to negotiable Bill of Lading h No perfected security interest; subject to other Liens i Supplies, spare parts, packaging, display items, samples j Returned, rejected by customers k Damaged, defective, obsolete, excess, unsalable l Returning to vendor m Non-conforming to governmental standards n Bill and hold o Subj to IP, licenses, royalties, impeding Agt's ability to sell p Breach of covenants/reps/warranties q Seller assert reclamation rights r Retention of title s Acquired Inventory non-diligenced > 10% cap t Other Total ineligibles Eligible Bulk inventory before advance rate Lesser of (a) and (b): (a) Advance rate NOLV% per most recent appraisal 2 (b) NOLV at 3

Exhibit B

Available Bulk inventory, before Reserves

1 Eligible Inventory and Eligible In-Transit Inventory definitions 2 NOLV rates subject to change per latest third party appraisal 3 90% of NOLV is used during high period (July 1 to December 31)

Exhibit B

GoPro, Inc.Borrowing Base - Eligible Components Inventory


Parties


Gross Components inventory Add: In-transit Components Adjusted gross Components inventory Ineligibles: 1 No title; others have ownership interest a No possession b Located in an ineligible inventory jurisdiction c Located at an ineligible site c Moduslink - Singapore c Moduslink - Czech Republic c Moduslink - China c Kolar-France c <$150,000 at a location d Ineligible intransit: not shipped from/to Eligible Jurisdictions e Other In-transit ineligibles: Not yet paid for e. b Not insured e. c Subject to negotiable BOLs e. d Common carrier affiliate e. e Customs broker affiliate e. f Located in leased location, 3rd party warehouse, DC f Consigned g Subject to negotiable Bill of Lading h No perfected security interest; subject to other Liens i Supplies, spare parts, packaging, display items, samples j Returned, rejected by customers k Damaged, defective, obsolete, excess, unsalable l Returning to vendor m Non-conforming to governmental standards n Bill and hold o Subj to IP, licenses, royalties, impeding Agt's ability to sell p Breach of covenants/reps/warranties q Seller assert reclamation rights r Retention of title s Acquired Inventory non-diligenced > 10% cap t Other Total ineligibles Eligible Components inventory before advance rate Lesser of (a) and (b): (a) Advance rate NOLV% per most recent appraisal 2 (b) NOLV at 3

Exhibit B

Available Components inventory, before Reserves $ $ $ $

1 Eligible Inventory and Eligible In-Transit Inventory definitions 2 NOLV rates subject to change per latest third party appraisal 3 90% of NOLV is used during high period (July 1 to December 31)

Exhibit B

GoPro, Inc.Borrowing Base - Reserves

For Period Ending [•] In US$ U.S. Loan

Parties


Reserves: Rent reserves, packout, warehousing, logistics services & related expenses 1 Designated Pari Obligations VAT and other local law taxes Canada GST Other priority claims Retention of Title, EROT Freight charges, customs fees/duties Other Total reserves 1 As per the Credit Agreement

Exhibit B

GoPro, Inc.Borrowing Base - Reporting Requirements

The following information is to be submitted, pursuant to Sections 5.01(e) and 5.01(f) of the Credit Agreement as noted below.

Monthly Reporting: Weekly Reporting:

Borrowing Base Certificate in the form of Exhibit B Required Updated

Accounts Receivable Supporting Documents:

Accounts receivable detailed aging(s) in an electronic format suitable to theAdministrative Agent Required Updated

Accounts receivable rollforward as follows: A/R Beginning of Month + GrossBillings + Other Debit Adjustments - Cash Receipts - Discounts - Credit MemosIssued - Write-offs - Returns - Other Credit Adjustments = A/R End of Month Required Carryover from prior month-end

Reconciliation of A/R aging(s) report to general ledger and financial statements Required Carryover from prior month-end

Listings of the country where foreign customers are located Required Carryover from prior month-end

Supporting documentation (system generated extract report where applicable) forthe A/R ineligibles and Reserves) reported on the Borrowing Base Certificate Required Carryover from prior month-end

Inventory Supporting Documents: Inventory by category/location/country Required Carryover from prior month-end

Total page of inventory general ledger reports and supporting documentation forall inventory categories reported on the Borrowing Base Certificate Required Carryover from prior month-end

Reconciliation of perpetual inventory reports to general ledger and financialstatements Required Carryover from prior month-end

Schedule of monthly rent and 3PL charges for all leased patent, warehousing and3PL locations Required Carryover from prior month-end

Supporting documentation (system generated extract report where applicable) forthe inventory ineligibles and Reserves reported on the Borrowing Base Certificate Required Carryover from prior month-end

Other Supporting Documents: Summary of accounts payable aging(s) by vendor Required Carryover from prior month-end

Employee headcount for the UK & HK entities 2 ; UK & HK entity-owned A/Pand/or operational expenses Required Carryover from prior month-end

Reconciliation of A/P aging to general ledger and financial statements Required Carryover from prior month-end

From time to time, additional information per the request of the AdministrativeAgent, including but not limited to sales journals, cash receipt journals,debit/credit memo journals, etc. Required 1 Carryover from prior month-end

1 Only required if requested by the Administrative Agent from time to time2 Only required with QE monthly borrowing base reporting

EXHIBIT C

[FORM OF]BORROWING REQUEST

JPMorgan Chase Bank, N.A.as Administrative AgentLoan and Agency Services Group500 Stanton Christiana Road

Exhibit B

Ops 2, Floor 3Newark, DE 19713Attention of Pranay TyagiFax No. (302) 634-8459email: [email protected]

with a copy to

JPMorgan Chase Bank, N.A.as Administrative Agent393 Madison Avenue24th FloorNew York, NY 10179Attention of Courtney EngFax No. (212) 270-5100email: [email protected]

with a copy to:

[email protected]

Exhibit C

[Date]

Ladies and Gentlemen:

Reference is made to the Credit Agreement dated as of March 25, 2016, (as amended, restated, supplemented orotherwise modified from time to time, the “ Credit Agreement ”), among GoPro, Inc. (the “ Company ”), GoPro Coöperatief U.A.,the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used butnot otherwise defined herein shall have the meanings specified in the Credit Agreement.

This notice constitutes a Borrowing Request and [the Borrower specified below] [the Company on behalf of theDutch Borrower] hereby gives you notice, pursuant to Section 2.03 of the Credit Agreement, that it requests a Revolving Borrowingunder the Credit Agreement, and in connection therewith specifies the following information with respect to such Borrowing:

(A) Name of Borrower Specify the Company or the Dutch Borrower. :_________________________

(B) Aggregate principal amount of Borrowing: Must comply with Sections 2.01 and 2.02(c) of the Credit Agreement.US$_________________

(C) Date of Borrowing (which is a Business Day): ________________

(D) Type of Borrowing: Specify ABR Revolving Borrowing or Eurocurrency Revolving Borrowing. If no election as to the Type ofBorrowing is specified, then the requested Borrowing shall be an ABR Revolving Borrowing.____________________________________

(E) Interest Period and the last day thereof: Applicable to Eurocurrency Revolving Borrowings only. Shall be subject to thedefinition of “Interest Period” and can be a period of one, two, three or six months. If an Interest Period is not specified, then theapplicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. May not end after the Maturity Date._____________________

(F) Location and number of the applicable Borrower’s account to which proceeds of the requested Borrowing areto be disbursed: [Name of Bank] (Account No.:_________________________________________)

[Issuing Bank to which proceeds of the requested Borrowing are to bedisbursed:__________________________________________] Specify only in the case of an ABR RevolvingBorrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f) of the Credit Agreement.

The [undersigned Borrower] [the Company on behalf of the Dutch Borrower] hereby certifies that the conditionsspecified in paragraphs (a), (b) and (c) of Section 4.02 of the Credit Agreement have been satisfied.

Very truly yours,

Exhibit C

[specify applicable borrower],By: Name: Title:

EXHIBIT D

[FORM OF] COMPLIANCE CERTIFICATE

[The form of this Compliance Certificate has been prepared for convenience only, and is not to affect, or to be taken intoconsideration in interpreting, the terms of the Credit Agreement referred to below. The obligations of the Borrowers under theCredit Agreement are as set forth in the Credit Agreement, and nothing in this Compliance Certificate, or the form hereof, shallmodify such obligations or constitute a waiver of compliance therewith in accordance with the terms of the Credit Agreement. Inthe event of any conflict between the terms of this Compliance Certificate and the terms of the Credit Agreement, the terms of theCredit Agreement shall govern and control, and the terms of this Compliance Certificate are to be modified accordingly.]

Reference is made to the Credit Agreement dated as of March 25, 2016 (as amended, restated, supplemented or otherwisemodified from time to time, the “ Credit Agreement ”), among GoPro, Inc., a Delaware corporation (the “ Company ”), GoProCoöperatief U.A. (the “ Dutch Borrower ”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., asAdministrative Agent. Each capitalized term used but not defined herein shall have the meaning specified in the Credit Agreement.

The undersigned, [specify title] of the Company, hereby certifies (solely in [his/her] capacity as an officer and notindividually), as follows:

1. I am a Financial Officer of the Company.

2. [Attached as Schedule I hereto are the consolidated financial statements required by Section 5.01(a) of the CreditAgreement as of the end of and for the fiscal year ended [ ], setting forth in each case in comparative form the figures for the priorfiscal year, together with an audit opinion thereon of PricewaterhouseCoopers LLP required by Section 5.01(a).] [or] [Theconsolidated financial statements required by Section 5.01(a) of the Credit Agreement as of the end of and for the fiscal year ended[ ], setting forth in each case in comparative form the figures for the prior fiscal year, together with an audit opinion thereon ofPricewaterhouseCoopers LLP required by Section 5.01(a), have been filed with the SEC and are available on the website of the SECat http://www.sec.gov .]

[or]

[Attached as Schedule I hereto are the consolidated financial statements required by Section 5.01(b) of the Credit Agreementas of the end of and for the fiscal quarter ended [ ] and the then elapsed portion of the fiscal year, setting forth in each case incomparative form the figures for the prior fiscal year.] [or] [The consolidated financial statements required by Section 5.01(b) of theCredit Agreement as of the end of and for the fiscal quarter ended [ ] and the then elapsed portion of the fiscal year have been [filedwith the SEC and are available on the website of the SEC at http://www.sec.gov ].] Such financial statements present

Exhibit C

fairly, in all material respects, the financial position, results of operations and cash flows of the Company and its consolidatedSubsidiaries on a consolidated basis as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year inaccordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes.]

3. All notices required under Sections 5.02, 5.03 and 5.04 of the Credit Agreement have been provided.

4. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under mysupervision, a review in reasonable detail of the transactions and condition of the Company and the Subsidiaries during theaccounting period covered by the attached financial statements. The foregoing examination did not disclose, and I have noknowledge of:

(a) the existence of any condition or event that constitutes a Default or an Event of Default during or at the end of theaccounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth in aseparate attachment, if any, to this Certificate, specifying the details thereof and any action taken or proposed to be takenwith respect thereto;

(b) any change in GAAP or in the application thereof since the date of the consolidated balance sheet most recentlyheretofore delivered pursuant to Section 5.01(a) or 5.01(b) of the Credit Agreement (or prior to the first such delivery,referred to in Section 3.04 of the Credit Agreement) that, to my knowledge, has had or could reasonably be expected to havea significant effect on the calculation of the Fixed Charge Coverage Ratio or any other financial ratio referred to in the CreditAgreement or on the calculation of the Aggregate Borrowing Base, the U.S. Borrowing Base or the Non-U.S. BorrowingBase, in each case, except as set forth in a separate attachment, if any, to this Certificate, specifying the nature of such changeand the effect thereof on such calculations;

(c) any other change in the historical accounting practices, systems or reserves of the Company and the Subsidiariesthat, to my knowledge, has had or could reasonably be expected to have a significant effect on the calculation of theAggregate Borrowing Base, the U.S. Borrowing Base or the Non-U.S. Borrowing Base, except as set forth in a separateattachment, if any, to this Certificate, specifying the nature of such change and the effect thereof on such calculations; or

(d) with respect to the Dutch Borrower’s presence in Hong Kong, (i) the Dutch Borrower does not have anyemployees in Hong Kong, (ii) none of the Dutch Borrower’s directors reside in Hong Kong, (iii) none of the meetings of theboard of directors (or equivalent body) of the Dutch Borrower have been held in Hong Kong, (iv) the Dutch Borrowerdoesn’t have any bank accounts in Hong Kong (other than the Dutch Borrower Collection Account identified on Schedule1.01 to the Credit Agreement), (v) there has been no material change to the scope and extent of the Dutch Borrower’sbusiness carried on in Hong Kong, (vi) other than with respect to purchases of inventory in the ordinary course of business,there has been no material change to the aggregate amount owed to creditors of the Dutch Borrower located in Hong Kongand (vii) the Dutch Borrower does not have place of business in Hong Kong and is not (and has not attempted to register as) aregistered non-Hong Kong company (as defined in the Companies Ordinance (Cap. 6.22 of the Laws of Hong Kong)), ineach case, except as set forth in a separate attachment, if any, to this Certificate, specifying the details thereof.

5. The financial covenant analyses and other information set forth on Annex A hereto are true and accurate on and asof the date of this Certificate.

Exhibit D

6. Attached hereto is a true and complete copy of each Material Inventory Vendor Purchase Agreement orIntercompany Inventory Title Transfer Agreement, or any amendment, supplement or other modification thereof, that is required tobe delivered (and has not already been delivered) to the Administrative Agent pursuant to Section 5.01(j) of the Credit Agreement.

The foregoing certifications are made and delivered on [ ] pursuant to Section 5.01(c) of the Credit Agreement.

GOPRO, INC.,

By:______________________________ Name: Title:

Exhibit D

ANNEX A TOCOMPLIANCE CERTIFICATE

AS OF OR FOR THE FISCAL [QUARTER] [YEAR] ENDED [mm/dd/yy].

Consolidated Net Income : (i) - (ii) =

US$[___,___,___]

(i)the net income or loss of the Company and its consolidated Subsidiaries for such period,determined on a consolidated basis in accordance with GAAP: US$[___,___,___]

(ii)to the extent included in net income referred to in (i):

(a)the income of any Person (other than the Company) that is nota consolidated Subsidiary except to the extent of the amount ofcash dividends or similar cash distributions actually paid by suchPerson to the Company, the Dutch Borrower or, subject to clauses(b) and (c) below, any other consolidated Subsidiary during suchperiod:

US$[___,___,___]

(b)the income of, and any amounts referred to in clause (a) above paid to, any consolidatedSubsidiary (other than a Subsidiary Loan Party (other than the Hong Kong Guarantor)) to theextent that, on the date of determination, the declaration or payment of cash dividends or similarcash distributions by such Subsidiary is not permitted without any prior approval of anyGovernmental Authority that has not been obtained or is not permitted by the operation of theterms of the organizational documents of such Subsidiary, any agreement or other instrumentbinding upon the Company or any Subsidiary or any law applicable to the Company or anySubsidiary, unless such restrictions with respect to the payment of cash dividends and other similarcash distributions has been legally and effectively waived: US$[___,___,___]

(c)the income or loss of, and any amounts referred to in clause (a) above paid to, any consolidatedSubsidiary that is not wholly owned by the Company to the extent such income or loss or suchamounts are attributable to the noncontrolling interest in such consolidated Subsidiary: US$[___,___,___]

2.

Consolidated EBITDA : Consolidated EBITDA shall be calculated so as to exclude theeffect of any gain or loss that represents after-tax gains or losses attributable to any sale, transfer orother disposition of assets by the Company or any of its consolidated Subsidiaries, other thandispositions of inventory and other dispositions in the ordinary course of business. All amountsadded back in computing Consolidated EBITDA for any period pursuant to clause (a) above, andall amounts subtracted in computing Consolidated EBITDA pursuant to clause (b) above, to theextent such amounts are, in the reasonable judgment of a Financial Officer of the Company,attributable to any Subsidiary that is not wholly owned by the Company, shall be reduced by theportion thereof that is attributable to the noncontrolling interest in such Subsidiary. For purposes ofcalculating Consolidated EBITDA for any period, if during such period the Company or anySubsidiary shall have consummated a Material Acquisition or a Material Disposition, ConsolidatedEBITDA for such period shall be calculated after giving pro forma effect thereto in accordancewith Section 1.04(b) of the Credit Agreement. (i) + (ii) - (iii) =

US$[___,___,___] (i)Consolidated Net Income for such period (see item 1): US$[___,___,___]

(ii) Items to be set forth without duplication and to the extent deducted indetermining Consolidated Net Income. (a)consolidated interest expensefor such period (including imputed interest expense in respect ofCapital Lease Obligations):

US$[___,___,___] (b)consolidated income tax expense for such period: US$[___,___,___]

Exhibit D

(c)all amounts attributable to depreciation and amortization for such period, including amortizationof point-of-purchase display and amortization of intangible assets for such period (but excludingamortization attributable to prepaid cash items that were paid in cash in a prior period): US$[___,___,___]

(d)any extraordinary charges for such period: US$[___,___,___]

(e)non-cash charges, expenses or losses for such period, including (A) impairment charges andreserves and any other write-down or write-off of assets, (B) non-cash fair value adjustments ofInvestments, (C) non-cash purchase accounting adjustments and (D) non-cash compensationexpense, but excluding (1) any such non-cash charge, expense or loss to the extent that itrepresents an amortization of a prepaid cash expense that was paid and not expensed in a priorperiod or write-down or write-off or reserves with respect to Accounts (including any addition tobad debt reserves or bad debt expense) or Inventory and (2) any noncash charge, expense or loss tothe extent it represents an accrual of or a reserve for cash expenditures in any future period: US$[___,___,___]

(f)any losses for such period attributable to early extinguishment of Indebtedness or obligationsunder any Hedging Agreement: US$[___,___,___]

(g)any unrealized losses for such period attributable to the application of “mark to market”accounting in respect of Hedging Agreements: US$[___,___,___]

(h)the cumulative effect for such period of a change in accounting principles: US$[___,___,___]

(i)net losses for such period (A) relating to mark-to-market of amounts denominated in foreigncurrencies resulting from the application of Accounting Standard Codification 830 (or any otherAccounting Standards Codification or Financial Accounting Standard having a similar result oreffect) or (B) attributable to foreign currency translation: US$[___,___,___]

(j)cash expenses relating to earn-outs or other contingent or deferred payments in connection withany Acquisition or other Investment permitted hereunder and any adjustments thereof and anypurchase price adjustments for such period: US$[___,___,___]

(k)transaction fees and expenses incurred, or amortization thereof, during such period inconnection with, to the extent permitted hereunder, any Acquisition or other Investment, any sale,transfer or other disposition (other than in the ordinary course of business), any incurrence ofIndebtedness, any issuance of Equity Interests or any amendments or waivers of the LoanDocuments or any agreements or instruments relating to any other Indebtedness permittedhereunder, in each case, whether or not consummated: US$[___,___,___]

(l) The aggregate amount of all charges added back pursuant to this clause (l)shall not exceed 15% of Consolidated EBITDA for such period (calculatedbefore giving effect to any addback pursuant to this clause (l)). any unusualor non-recurring charges for such period and any restructuringcharges (including retention, severance, system establishmentcosts, excess pension charges, contract and lease terminationcosts and costs to consolidate facilities and relocate employees)for such period:

US$[___,___,___]

Exhibit D

(m) Any amounts added back pursuant to this clause (m) may not otherwise beincluded in Consolidated Net Income. expenses incurred during suchperiod to the extent covered by indemnification provisions in anyagreement in connection with any Acquisition or any third partyinsurance, in each case, only to the extent (A) the Company orany Subsidiary shall have received during such periodreimbursement thereof in cash pursuant to such indemnificationprovisions or such insurance or (B) the Company has made agood faith determination that there exists reasonable evidence thatsuch reimbursement will be received by the Company or anySubsidiary within 12 months after the related amount is firstadded back pursuant to this clause (m):

US$[___,___,___]

(iii) Items to be set forth without duplication and, other than in the case ofclause (iii)(h) below, to the extent included in determining such ConsolidatedNet Income. (a)any extraordinary, unusual or non-recurring gainsor items of income for such period:

US$[___,___,___]

(b)any non-cash gains or income (other than the accrual of revenue in the ordinary course) for suchperiod, but excluding any such items in respect of which cash was received in a prior period or willbe received in a future period: US$[___,___,___]

(c)any gains for such period attributable to the early extinguishment of Indebtedness or obligationsunder any Hedging Agreement: US$[___,___,___]

(d)any unrealized gains for such period attributable to the application of “mark to market”accounting in respect of Hedging Agreements: US$[___,___,___]

(e)the cumulative effect for such period of a change in accounting principles: US$[___,___,___]

(f)net gains for such period (A) relating to mark-to-market of amounts denominated in foreigncurrencies resulting from the application of Accounting Standard Codification 830 (or any otherAccounting Standards Codification or Financial Accounting Standard having a similar result oreffect) or (B) attributable to foreign currency translation: US$[___,___,___]

(g)any interest income for such period: US$[___,___,___]

(h)any amounts added back pursuant to clause (ii)(m) above that the Company ceases to beexpected to be received within the applicable 12-month period, or that are not received within theapplicable 12-month period: US$[___,___,___]

Unfinanced Capital Expenditures : (i) - (ii) - (iii) - (iv) =

US$[___,___,___]

(i)the additions to property, plant and equipment and other capital expenditures of the Companyand its consolidated Subsidiaries that are (or should be) set forth in a consolidated statement ofcash flows of the Company and its consolidated Subsidiaries for such period prepared inaccordance with GAAP: US$[___,___,___]

(ii)any such expenditures made to restore, replace or rebuild assets to the condition of such assetsimmediately prior to any casualty or other insured damage to, or any taking under power ofeminent domain or by condemnation or similar proceeding of, such assets to the extent suchexpenditures are made with insurance proceeds, condemnation awards or damage recoveryproceeds relating to any such casualty, damage, taking, condemnation or similar proceeding: US$[___,___,___]

(iii)any such expenditures constituting Acquisitions:

(iv)any such expenditures attributable to Capital Lease Obligations or otherwise financed byincurring Long-Term Indebtedness: US$[___,___,___]

Consolidated Cash Interest Expense (net of interest income, but notbelow zero): (i) + (ii) + (iii) - (iv) ‑‑ (v) - (vi) - (vii) - (viii) = Items to beset forth without duplication and, in the case of deductions under clauses (iv) through(vii), only to the extent included in the sum of clauses (i) through (iii).

US$[___,___,___]

Exhibit D

(i)the interest expense (including imputed interest expense in respect of Capital Lease Obligations)of the Company and its consolidated Subsidiaries for such period, determined on a consolidatedbasis in accordance with GAAP: US$[___,___,___]

(ii)any interest or other financing costs becoming payable during such period in respect ofIndebtedness of the Company or its consolidated Subsidiaries to the extent such interest or otherfinancing costs shall have been capitalized rather than included in consolidated interest expense forsuch period in accordance with GAAP : US$[___,___,___]

(iii)any cash payments made during such period in respect of obligations referred to in clause (v)below that were amortized or accrued in a previous period: US$[___,___,___]

(iv)noncash amounts attributable to amortization or write-off of capitalized interest or otherfinancing costs paid in such period or a previous period: US$[___,___,___]

(v)noncash amounts attributable to amortization of debt discounts or accrued interest payable inkind for such period: US$[___,___,___]

(vi)noncash interest expense attributable to the movement of the mark-to-market valuation ofobligations under Hedging Agreements or other derivative instruments pursuant to FASBAccounting Standards Codification 815: US$[___,___,___]

(vii) fees and expenses relating to the Transactions in an aggregate amount for all periods not toexceed US$3,000,000: US$[___,___,___]

(viii) interest income for such period: US$[___,___,___]

Consolidated Fixed Charges : For purposes of calculating Consolidated FixedCharges for any period, if during such period the Company or any Subsidiary shall haveconsummated a Material Acquisition or a Material Disposition, Consolidated FixedCharges for such period shall be calculated after giving pro forma effect thereto inaccordance with Section 1.04(b) of the Credit Agreement. (i) + (ii)) + (iii) + (iv) +(v) Items to be set forth without duplication. =

US$[___,___,___]

(i)Consolidated Cash Interest Expense (net of interest income, but not below zero) for such period(see item 4): US$[___,___,___]

(ii)the aggregate amount of scheduled principal payments made during such period in respect ofLong-Term Indebtedness of the Company and its consolidated Subsidiaries (other than paymentsmade by the Company or any Subsidiary to the Company or a Subsidiary): US$[___,___,___]

(iii)the aggregate amount of principal payments (other than scheduled principal payments) madeduring such period in respect of Long-Term Indebtedness of the Company and its consolidatedSubsidiaries (other than payments made by the Company or a Subsidiary to the Company or aSubsidiary), to the extent that such payments reduced any scheduled principal payments that wouldhave become due within one year after the date of the applicable payment: US$[___,___,___]

(iv)the aggregate amount of (x) principal payments on Capital Lease Obligations, determined inaccordance with GAAP, and (y) principal payments on other Indebtedness of the type described inSection 6.01(e) of the Credit Agreement, in each case made by the Company and the Subsidiariesduring such period: US$[___,___,___]

(v)the aggregate amount of Restricted Payments made by the Company and the Subsidiariesduring such period in reliance on clause (vi) of Section 6.08(a) of the Credit Agreement: US$[___,___,___]

Fixed Charge Coverage Ratio : For purposes of calculating Fixed ChargeCoverage Ratio for any period, if during such period the Company or any Subsidiary shallhave consummated a Material Acquisition or a Material Disposition, Fixed ChargeCoverage Ratio for such period shall be calculated after giving pro forma effect thereto inaccordance with Section 1.04(b) of the Credit Agreement. ( (i) - (ii) - (iii)) / (iv) =

US$[___,___,___] (i)Consolidated EBITDA for such period (see item 2): US$[___,___,___] (ii)Unfinanced Capital Expenditures for such period (see item 3): US$[___,___,___]

(iii)the aggregate amount of income taxes paid in cash by the Company and the Subsidiariesduring such period: US$[___,___,___]

(iv)Consolidated Fixed Charges for such period (see item 5): US$[___,___,___]

Exhibit D

Consolidated Tangible Assets :

US$[___,___,___]

EXHIBIT E

[FORM OF] GLOBAL INTERCOMPANY CONSENT AGREEMENT

GLOBAL INTERCOMPANY CONSENT AGREEMENT dated as of March [ ], 2016 (this “Agreement ”), among GOPRO, INC., a Delaware corporation (the “ Company ”), GOPRO COÖPERATIEFU.A., a Dutch cooperative with excluded liability, having its statutory seat in Amsterdam, the Netherlands,and registered with the trade register in the Netherlands under number 61391743 (the “ Dutch Borrower ” and,together with the Company, the “ Borrowers ”), the other SUBSIDIARIES of the Company party hereto andJPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “ Administrative Agent”).

Reference is made to the Credit Agreement dated as of March 25, 2016 (as amended, restated, supplemented orotherwise modified from time to time, the “ Credit Agreement ”), among the Company, the Dutch Borrower, the lenders partythereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used in this Agreement (including in theintroductory paragraphs hereto) and not otherwise defined herein have the meanings specified in the Credit Agreement.

The Lenders and the Issuing Banks have agreed to extend credit to the Borrowers subject to the terms and conditionsset forth in the Credit Agreement. The obligations of the Lenders and the Issuing Banks to extend such credit are conditioned upon,among other things, the execution and delivery by the Loan Parties of the Security Documents. The Security Documents provide,among other things, for the creation by the Loan Parties in favor of the Administrative Agent, and its successors and assigns, of asecurity interest in and lien on all the right, title and interest of the Loan Parties in, to and under the Intercompany Loans andAdvances and the Intercompany Agreements. For purposes hereof, (a) “ Intercompany Loans and Advances ” means each loan,advance or other extension of credit, including accounts receivable, made by any Loan Party to the Company or any Subsidiary and(b) “ Intercompany Agreements ” means each agreement or contract between any Loan Party, on the one hand, and the Company orany Subsidiary, on the other hand (whether or not any other Person is a party thereto, and including the intercompany agreements setforth on Annex I hereto).

The obligations of the Lenders and the Issuing Banks to extend such credit are also conditioned upon, among otherthings, the execution and delivery by the Company and the Subsidiaries of this Agreement. The Company, the Dutch Borrower andthe other Subsidiaries are Affiliates of the Borrowers (or are the Borrowers), will derive substantial benefits from the extension ofcredit to the Borrowers pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce theLenders and the Issuing Banks to extend such credit.

Accordingly, the parties hereto agree as follows:

Exhibit D

ARTICLE I

Consent and Acknowledgement

The Company and each Subsidiary hereby (a) consent to, and acknowledge the receipt of notice of, the creation,pursuant to the Security Documents, by the Loan Parties in favor of the Administrative Agent, and its successors and assigns, of asecurity interest in and lien on, or an assignment in favor of the Administrative Agent, and its successors and assigns (whether byway of security or otherwise) of, all the right, title and interest of the Loan Parties in, to and under the Intercompany Loans andAdvances and the Intercompany Agreements to which the Company or such Subsidiary is a party and (b) agree and acknowledgethat, notwithstanding anything to the contrary contained in any Intercompany Loan or Advance or Intercompany Agreement, or anyagreement, contract, instrument or document relating thereto, the creation, pursuant to the Security Documents, by the Loan Partiesin favor of the Administrative Agent, its successor and assigns, of a security interest in and lien on, or an assignment in favor of theAdministrative Agent, and its successors and assigns (whether by way of security or otherwise) of, all the right, title and interest ofthe Loan Parties in, to and under the Intercompany Loans and Advances and Intercompany Agreements shall not result in a breachof, or constitute a default under, any Intercompany Loan or Advance or Intercompany Agreement or give rise to any right of, orresult in, any termination of such Intercompany Loan or Advance or Intercompany Agreement. The Company and each Subsidiaryhereby further consents to the assignment, in the event the Administrative Agent, or any of its successors or assigns, shall, upon theoccurrence and during the continuance of an Event of Default, and in connection with the exercise of its rights and remedies underthe Credit Agreement or any Security Document, seek to foreclose upon and sell or otherwise dispose of any of the rights, title andinterest of the Loan Parties in, to and under the Intercompany Loans and Advances or the Intercompany Agreements, to any acquirerthereof of all the right, title and interest of the Loan Party or the Administrative Agent in, to and under each Intercompany Loan orAdvance or Intercompany Agreement to which the Company or such Subsidiary is a party, and no such assignment shall result in abreach of, or constitute a default under, any Intercompany Loan or Advance or Intercompany Agreement or give rise to any right of,or result in, any termination of any Intercompany Loan or Advance or Intercompany Agreement.

ARTICLE II


The Company and each Subsidiary hereby represent and warrant to the Administrative Agent for the benefit of theLenders as follows:

SECTION 2.01. Authorization; Enforceability. The execution, delivery and performance of this Agreement by theCompany and each Subsidiary are within its corporate or other organizational powers and have been duly authorized by all necessarycorporate or other organizational and, if required, stockholder or other equityholder action of such Person. This Agreement has beenduly executed and delivered by the Company and each Subsidiary and constitutes a legal, valid and binding obligation of theCompany and each Subsidiary, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency,reorganization, moratorium, winding-up or other laws affecting creditors’ rights generally and to general principles of equity,regardless of whether considered in a proceeding in equity or at law.

SECTION 2.02. Governmental Approvals; Absence of Conflicts. The execution, delivery and performance of thisAgreement by the Company and each Subsidiary (i) do not require any consent or approval

Exhibit E

of, registration or filing with or any other action by any Governmental Authority, except such as have been obtained or made and arein full force and effect, (ii) will not violate any applicable law, including any order of any Governmental Authority, except to theextent any such violations, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect,(iii) will not violate the charter, by-laws or other organizational documents of the Company or any Subsidiary and (iv) will notviolate or result (alone or with notice or lapse of time, or both) in a default under any agreement or instrument binding upon theCompany or any Subsidiary or any of their assets, or give rise to a right thereunder to require any payment, repurchase or redemptionto be made by the Company or any Subsidiary, or give rise to a right of, or result in, any termination, cancellation, acceleration orright of renegotiation of any obligation thereunder, in each case except to the extent that the foregoing, individually or in theaggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 2.03. Choice of Law Provisions. The choice of law provisions set forth herein are legal, valid and bindingunder the laws of the Netherlands and each other jurisdiction in which any Non-U.S. Subsidiary that is party hereto is organized, andneither the Company nor any Subsidiary knows of any reason why the courts of the Netherlands or any such other jurisdiction willnot give effect to the choice of law of the State of New York as the proper law. Each Non-U.S. Subsidiary party hereto has the legalcapacity to sue and be sued in its own name under the laws of its jurisdiction of formation, incorporation or organization, asapplicable. Each Non-U.S. Subsidiary party hereto has the power to submit, and has irrevocably submitted, to the exclusivejurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court ofthe Southern District of New York, and any appellate court from any thereof, and such irrevocable submission and the waiver byeach such Non-U.S. Subsidiary of any immunity and any objection to the venue of the proceedings in such Federal or State court arelegal, valid and binding obligations of such Non-U.S. Subsidiary, and neither the Company nor any Subsidiary knows of any reasonwhy the courts of any jurisdiction where any such Non-U.S. Subsidiary is organized would not give effect to such submission andwaivers. Each Non-U.S. Subsidiary party hereto has validly and irrevocably appointed the Authorized Agent as its authorized agentfor the purpose described in Section 3.07(e). Service of process in the manner set forth in Section 3.07(b) will be effective to confervalid personal jurisdiction over each Non-U.S. Subsidiary party hereto, and the courts of the jurisdiction of formation, incorporationor organization, as applicable, of such Non-U.S. Subsidiary will recognize as valid and final, and will enforce, any final andconclusive judgment against such Non-U.S. Subsidiary obtained in any such Federal or State court arising out of or in relation to theobligations such Non-U.S. Subsidiary hereunder. The representations set forth in this Section are subject to applicable bankruptcy,insolvency, reorganization, moratorium, winding-up or other laws affecting creditors’ rights generally and to general principles ofequity, regardless of whether considered in a proceeding in equity or at law.

SECTION 2.04. No Immunity. Each Non-U.S. Subsidiary party hereto is subject to civil and commercial laws withrespect to its obligations under this Agreement, and the execution, delivery and performance by such Non-U.S. Subsidiary of thisAgreement constitute and will constitute private and commercial acts and not public or governmental acts. None of the Non-U.S.Subsidiaries party hereto or any of their properties has any immunity from jurisdiction of any court or from any legal process(whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under thelaws of the jurisdiction in which such Non-U.S. Subsidiary is formed, incorporated or organized, as applicable, in respect of itsobligations under this Agreement.

SECTION 2.05. Proper Form; No Recordation. This Agreement is in proper legal form under the laws of thejurisdiction in which each Non-U.S. Subsidiary party hereto is formed, incorporated or organized, as applicable, for the enforcementthereof against such Non-U.S. Subsidiary under the laws of such jurisdiction and to ensure the legality, validity, enforceability,priority or admissibility in evidence of

Exhibit E

this Agreement, provided that, with respect to enforceability or admissibility in evidence, this Agreement may have to be translatedinto the official language of the relevant jurisdiction at the time of the enforcement or admission thereof, as applicable. It is notnecessary, in order to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement, that (a) thisAgreement be filed, registered or recorded with, or executed or notarized before, any court or other Governmental Authority in thejurisdiction in which any Non-U.S. Subsidiary party hereto is formed, incorporated or organized, as applicable, other than any filing,registration or recording that is not required to be made until enforcement of this Agreement or (b) any registration charge or stampor similar tax be paid on or in respect of this Agreement.

ARTICLE III

Miscellaneous

SECTION 3.01. Notices. All notices and other communications hereunder shall (except as otherwise expresslypermitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and noticeshereunder to any Subsidiary shall be given to it in care of the Company as provided in Section 9.01 of the Credit Agreement.

SECTION 3.02. Waivers; Amendment. (a) Except as provided in Section 3.10, neither this Agreement nor anyprovision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by theAdministrative Agent and the Company or a Subsidiary with respect to which such waiver, amendment or modification is to apply.

(b) This Agreement shall be construed as a separate agreement with respect to the Company and each Subsidiary andmay be amended, modified, supplemented, waived or released with respect to the Company or any Subsidiary without the approvalof any other Subsidiary or the Company, as the case may be, and without affecting the obligations of any other Subsidiary or theCompany, as the case may be, hereunder.

SECTION 3.03. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, suchreference shall be deemed to include the permitted successors and assigns of such party; and the provisions of this Agreement shallbe binding upon the successors and assigns of the Company and each Subsidiary and shall inure to the benefit of the AdministrativeAgent and its successors, transferees and assigns.

SECTION 3.04. Survival of Agreement. All covenants, agreements, representations and warranties made by theCompany and the Subsidiaries in this Agreement shall be considered to have been relied upon by the Administrative Agent, theArranger, the Lenders and the Issuing Banks and shall survive the execution and delivery of this Agreement and the other LoanDocuments and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by or on behalfof the Administrative Agent, the Arranger, the Syndication Agent, the Documentation Agent, the Lenders and the Issuing Banks andnotwithstanding that the Administrative Agent, the Arranger, the Syndication Agent, the Documentation Agent, any Issuing Bank,any Lender or any Affiliate of any of the foregoing may have had notice or knowledge of any Default or incorrect representation orwarranty at the time any Loan Document is executed and delivered or any credit is extended under the Credit Agreement.

SECTION 3.05. Counterparts; Effectiveness; Electronic Signatures. (a) This Agreement may be executed incounterparts (and by different parties hereto on different counterparts), each of which

Exhibit E

shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executedcounterpart of a signature page of this Agreement by fax, emailed pdf or any other electronic means that reproduces an image of theactual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreementshall become effective as to the Company or any Subsidiary when a counterpart hereof executed on behalf of the Company and eachSubsidiary shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of theAdministrative Agent and thereafter shall be binding upon the Company, each Subsidiary and the Administrative Agent and theirrespective permitted successors and assigns, and shall inure to the benefit of such the Company, each Subsidiary, the AdministrativeAgent and the other Secured Parties and their respective successors and assigns.

(b) The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to any documentto be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include ElectronicSignatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity orenforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as thecase may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global andNational Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on theUniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronicsignatures in any form or format without its prior written consent.


SECTION 3.07. Governing Law; Jurisdiction; Consent to Service of Process; Appointment of Service of ProcessAgent. (a) This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction ofthe Supreme Court of the State of New York sitting in New York County and of the United States District Court of the SouthernDistrict of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to thisAgreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the Company and theSubsidiaries hereby irrevocably and unconditionally agrees that all claims arising out of or relating to this Agreement brought by itor any of its Affiliates shall be brought, and shall be heard and determined, exclusively in such New York State or, to the extentpermitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall beconclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing inthis Agreement shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bringany action or proceeding relating to this Agreement or any other Loan Document against the Company, any Subsidiary or any of itsproperties in the courts of any jurisdiction.

(c) Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection thatit may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement inany court referred to in paragraph (b) of this Section. Each

Exhibit E

party hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to themaintenance of such action or proceeding in any such court.

(d) Each party hereby irrevocably consents to service of process in the manner provided for notices in Section 3.01.Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in anyother manner permitted by law.

(e) Each Non-U.S. Subsidiary hereby irrevocably designates, appoints and empowers the Company, as its authorizeddesignee, appointee and agent (the “ Authorized Agent ”) to receive, accept and forward for and on its behalf, and in service of anyand all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or relating tothis Agreement or any other Loan Document. Such service may be made by mailing a copy of such process to any Non-U.S.Subsidiary in the care of the Authorized Agent at its address set forth above. Service of process upon the Authorized Agent shall bedeemed, in every respect, effective service of process upon any Non-U.S. Subsidiary.

(f) In the event any Non-U.S. Subsidiary or any of its assets has or hereafter acquires, in any jurisdiction in whichjudicial proceedings may at any time be commenced with respect to this Agreement or any other Loan Document, any immunityfrom jurisdiction, legal proceedings, attachment (whether before or after judgment), execution, judgment or setoff, such Non-U.S.Subsidiary hereby irrevocably agrees not to claim and hereby irrevocably and unconditionally waives such immunity.

SECTION 3.08. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TOTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY INANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHERBASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NOREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OROTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THEFOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEENINDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS ANDCERTIFICATIONS IN THIS SECTION.

SECTION 3.09. Headings. Section headings used herein are for convenience of reference only, are not part of thisAgreement and shall not affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 3.10. Additional Subsidiaries. The Company shall cause each Subsidiary that shall become party to anyIntercompany Loan or Advance or Intercompany Agreement and that is not a party hereto to become a party to this Agreement byexecuting a supplement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent (each suchsubsidiary, an “ Additional Subsidiary ”). Upon delivery of such supplement to the Administrative Agent, (a) each AdditionalSubsidiary shall be as fully a party hereto as if such Additional Subsidiary were an original signatory hereof, (b) such AdditionalSubsidiary shall be deemed to have agreed to all the terms and provisions of this Agreement applicable to it as a Subsidiary, (c) suchAdditional Subsidiary shall be deemed to have represented and warranted that the representations made by it as a Subsidiary underthis Agreement are true and correct at such time and (d) each reference to a “Subsidiary” in this Agreement shall be deemed toinclude such Additional Subsidiary.

Exhibit E

SECTION 3.11. Further Assurances. The Company and each Subsidiary shall execute and deliver such furtherdocuments and do such other acts and things as the Administrative Agent may reasonably request in order to fully effectuate thepurposes of this Agreement.

[Signature Page to Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respectiveauthorized officers as of the day and year first above written.

GoPro, INC,by

Name: Title:

[Each Subsidiary],by

Name: Title:

JPMorgan Chase Bank, N.A., as Administrative Agent,by

Name: Title:

ANNEX I

Intercompany Agreements

EXHIBIT F

[FORM OF] GLOBAL INTERCOMPANY SUBORDINATION AGREEMENT

GLOBAL INTERCOMPANY CONSENT AGREEMENT dated as of March [ ], 2016 (this “Agreement ”), among GOPRO, INC., a Delaware corporation (the “ Company ”), GOPRO COÖPERATIEFU.A., a Dutch cooperative with excluded

Exhibit E

liability, having its statutory seat in Amsterdam, the Netherlands, and registered with the trade register in theNetherlands under number 61391743 (the “ Dutch Borrower ” and, together with the Company, the “Borrowers ”), the other SUBSIDIARIES of the Company party hereto and JPMORGAN CHASE BANK,N.A., as Administrative Agent (in such capacity, the “ Administrative Agent ”).

Reference is made to the Credit Agreement dated as of March 25, 2016 (as amended, restated, supplemented orotherwise modified from time to time, the “ Credit Agreement ”), among GoPro, Inc., a Delaware corporation (the “ Company ”),GoPro Coöperatief U.A., a Dutch cooperative with excluded liability, having its statutory seat in Amsterdam, the Netherlands, andregistered with the trade register in the Netherlands under number 61391743 (the “ Dutch Borrower ” and, together with theCompany, the “ Borrowers ”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

From time to time the Company and its Subsidiaries have made, and will make, loans, advances and other extensionsof credit (including intercompany payables) to one or more of the Company and its Subsidiaries (any of the foregoing being referredto herein as “ Intercompany Liabilities ”; any Person that is an obligor thereon is referred to herein as the “ Intercompany Debtor ”,and any Person that is an obligee thereunder is referred to herein as the “ Intercompany Lender ”).

The Lenders and the Issuing Banks have agreed to extend credit to the Borrowers subject to the terms and conditionsset forth in the Credit Agreement. The obligations of the Lenders and the Issuing Banks to extend such credit are conditioned upon,among other things, the execution and delivery of this Agreement. In accordance with the Credit Agreement, each of the Companyand the Subsidiaries desire to enter into this Agreement in order to subordinate, on the terms set forth herein, its rights, as anIntercompany Lender, to payment under any Intercompany Liabilities to the prior payment in full of the Secured Obligations. TheCompany, the Dutch Borrower and the other Subsidiaries are Affiliates of the Borrowers (or are the Borrowers), will derivesubstantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and are willing to execute anddeliver this Agreement in order to induce the Lenders and the Issuing Banks to extend such credit. Accordingly, the parties heretoagree as follows:

1. Definitions. Capitalized terms used but not defined herein (including the preliminary statements hereto) shall havethe meanings assigned to them in the Credit Agreement. For purposes of this Agreement, the Lenders, the Issuing Banks and otherSecured Parties are sometimes referred to as “ Senior Lenders ”.

2. Subordination. Each Intercompany Lender hereby agrees that all its right, title and interest in, to and under anyIntercompany Liabilities owed by any Intercompany Debtor that is a Loan Party shall be subordinate, and junior in right of payment,to the extent and in the manner hereinafter set forth, to all Secured Obligations of such Intercompany Debtor until the payment in fullin cash of all Secured Obligations of such Intercompany Debtor; provided that such Intercompany Debtor may make payments to theapplicable Intercompany Lender unless and until an Event of Default shall have occurred and be continuing and, to the extentrequired by Section 2(b), the Company shall have received the written notice referred to in Section 2(b) (such Secured Obligations,including interest thereon accruing after the commencement of any proceedings referred to in clause (a) below, whether or not suchinterest is an allowed claim in such proceeding, being hereinafter collectively referred to as “ Senior Indebtedness ”).

(a) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization,moratorium or other similar proceedings in connection therewith, relating to any Intercompany Debtor that is a Loan Party or to itsproperty, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such IntercompanyDebtor, whether or not involving insolvency

Exhibit F

or bankruptcy, then, if an Event of Default has occurred and is continuing, (i) the holders of Senior Indebtedness shall be paid in fullin cash in respect of all amounts constituting Senior Indebtedness (other than contingent obligations for indemnification, expensereimbursement, tax gross-up or yield protection as to which no claim has been made) before any Intercompany Lender shall beentitled to receive (whether directly or indirectly), or make any demand for, any payment from such Intercompany Debtor onaccount of any Intercompany Liabilities or other amounts owed by such Intercompany Debtor to such Intercompany Lender and (ii)until the holders of Senior Indebtedness are paid in full in cash in respect of all amounts constituting Senior Indebtedness (other thancontingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection as to which no claim has beenmade), any payment or distribution to which such Intercompany Lender would otherwise be entitled, whether in cash, property orsecurities (other than a payment of debt securities of such Intercompany Debtor that are subordinated and junior in right of paymentto the Senior Indebtedness to at least the same extent as the Intercompany Liabilities described in this Agreement is subordinated andjunior in right of payment to the Senior Indebtedness then outstanding (such securities being hereinafter referred to as “ RestructuredDebt Securities ”)) shall instead be made to the holders of Senior Indebtedness.

(b) If (i) any Event of Default has occurred and is continuing and (ii) other than in the case of any Event of Defaultunder clause (h) or (i) of Article VII of the Credit Agreement, the Administrative Agent shall have provided written notice to theCompany (on behalf of itself and the Subsidiaries) requesting the Intercompany Debtors (or any of them) not to make any suchpayment or distribution to any Intercompany Lender (or any of them) or requesting the Intercompany Lenders (or any of them) not tomake any such forgiveness or other reduction (provided that, in the case of clause (y) below, such notice shall be required solely withrespect to any forgiveness or other reduction in the ordinary course of business), then (x) no payment or distribution of any kind orcharacter shall be made by or on behalf of any Intercompany Debtor that is a Loan Party, or any other Person on its behalf, withrespect to any Intercompany Liabilities and (y) no Intercompany Liabilities owing by any Intercompany Debtor to any IntercompanyLender that is a Loan Party shall be forgiven or otherwise reduced in any way, other than as a result of payment of such amount infull thereof made in cash. Any notice given by the Administrative Agent to the Company pursuant to this paragraph (I) may be givenwith respect to one or more of the Intercompany Debtors or Intercompany Lenders at the same or different times and (II) maysuspend the rights and powers of the Intercompany Debtors under clause (x) above or clause (y) above in part without suspending allsuch rights or powers (as specified by the Administrative Agent in its sole and absolute discretion) and without waiving or otherwiseaffecting the Administrative Agent’s right to give additional notices from time to time suspending other such rights and powers solong as an Event of Default has occurred and is continuing.

(c) If any payment or distribution of any character, whether in cash, securities or other property (other thanRestructured Debt Securities), and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, withrespect to any Intercompany Liabilities shall (despite these subordination provisions) be received by any Intercompany Lender inviolation of paragraph (a) or (b) above prior to all Senior Indebtedness having been paid in full in cash (other than contingentobligations for indemnification, expense reimbursement, tax gross-up or yield protection as to which no claim has been made), suchpayment or distribution shall be held by such Intercompany Lender in trust (segregated from other property of such IntercompanyLender) for the benefit of the Administrative Agent, and shall be paid over or delivered to the Administrative Agent promptly uponreceipt to the extent necessary to pay all Senior Indebtedness (other than contingent obligations for indemnification, expensereimbursement, tax gross-up or yield protection as to which no claim has been made) in full in cash.

(d) Each Intercompany Lender agrees to file all claims against each relevant Intercompany Debtor in anybankruptcy or other proceeding in which the filing of claims is required by law in respect of

Exhibit F

any Intercompany Liabilities, and the Administrative Agent shall be entitled to all of such Intercompany Lender’s rights thereunder.If for any reason an Intercompany Lender fails to file such claim at least 30 Business Days prior to the last date on which such claimshould be filed, such Intercompany Lender hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact and the Administrative Agent is hereby authorized to act as attorney-in-fact in such Intercompany Lender’s name to file suchclaim or in the Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of theAdministrative Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise the Person or Personsauthorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, tothe full extent necessary for that purpose, each Intercompany Lender hereby assigns to the Administrative Agent all of suchIntercompany Lender’s rights to any payments or distributions to which such Intercompany Lender otherwise would be entitled. Ifthe amount so paid is greater than such Intercompany Lender’s liability hereunder, the Administrative Agent shall pay the excessamount to the party entitled thereto. In addition, each Intercompany Lender hereby irrevocably appoints the Administrative Agent asits attorney-in-fact to exercise all of such Intercompany Lender’s voting rights in connection with any bankruptcy proceeding or anyplan for the reorganization of each relevant Intercompany Debtor.

Each Intercompany Lender and each Intercompany Debtor hereby agrees that the subordination provisions set forth in thisAgreement are for the benefit of the Administrative Agent and the other holders of Senior Indebtedness. The Administrative Agentmay, on behalf of itself and such other holders of Senior Indebtedness, proceed to enforce these subordination provisions set forthherein.

3. Waivers and Consents. (a) Each Intercompany Lender waives the right to compel that any property or asset of anyIntercompany Debtor or any property or asset of any guarantor of the Secured Obligations or any other Person be applied in anyparticular order to discharge the Secured Obligations. Each Intercompany Lender expressly waives the right to require theAdministrative Agent or any other Senior Lender to proceed against any Intercompany Debtor, any guarantor of any SecuredObligations or any other Person, or to pursue any other remedy in its or their power that such Intercompany Lender cannot pursueand that would lighten such Intercompany Lender’s burden, notwithstanding that the failure of the Administrative Agent or any otherSenior Lender to do so may thereby prejudice such Intercompany Lender. Each Intercompany Lender agrees that it shall not bedischarged, exonerated or have its obligations hereunder reduced by the Administrative Agent’s or any other Senior Lender’s delayin proceeding against or enforcing any remedy against any Intercompany Debtor, any guarantor of any Secured Obligations or anyother Person; by the Administrative Agent or any other Senior Lender releasing any Intercompany Debtor, any guarantor of anySecured Obligations or any other Person from all or any part of the Secured Obligations; or by the discharge of any IntercompanyDebtor, any guarantor of any Secured Obligations or any other Person by an operation of law or otherwise, with or without theintervention or omission of the Administrative Agent or any other Senior Lender.

(b) Each Intercompany Lender waives all rights and defenses arising out of an election of remedies by theAdministrative Agent or any other Senior Lender, even though that election of remedies, including any nonjudicial foreclosure withrespect to any property or asset securing any Secured Obligations, has impaired the value of such Intercompany Lender’s rights ofsubrogation, reimbursement, or contribution against any Intercompany Debtor, any guarantor of the Secured Obligations or any otherPerson. Each Intercompany Lender expressly waives any rights or defenses it may have by reason of protection afforded to anyIntercompany Debtor, any guarantor of the Secured Obligations or any other Person with respect to the Secured Obligations pursuantto any anti‑deficiency laws or other laws of similar import that limit or discharge the principal debtor’s indebtedness upon judicial ornonjudicial foreclosure of property or assets securing any Secured Obligations.

Exhibit F

(c) Each Intercompany Lender agrees that, without the necessity of any reservation of rights against it, and withoutnotice to or further assent by it, any demand for payment of any Secured Obligations made by the Administrative Agent or any otherSenior Lender may be rescinded in whole or in part by such Person, and any Secured Obligation may be continued, and the SecuredObligations or the liability of any Intercompany Debtor, any guarantor thereof or any other Person obligated thereunder, or any rightof offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated,compromised, waived, surrendered or released by the Administrative Agent or the other Senior Lenders, in each case without noticeto or further assent by such Intercompany Lender, which will remain bound hereunder, and without impairing, abridging, releasingor affecting the subordination provided for herein.

(d) Each Intercompany Lender waives any and all notice of the creation, renewal, extension or accrual of any of theSecured Obligations, and any and all notice of or proof of reliance by the Senior Lenders upon this Agreement. The SecuredObligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred, and the consent to createthe obligations of any Intercompany Debtor in respect of the Intercompany Liabilities shall be deemed conclusively to have beengiven, in reliance upon this Agreement. Each Intercompany Lender waives any protest, demand for payment and notice of default(except as expressly provided in Section 2(b)).

4. Secured Obligations Unconditional. All rights and interests of the Administrative Agent and the other SeniorLenders hereunder, and all agreements and obligations of each Intercompany Lender and each Intercompany Debtor hereunder, shallremain in full force and effect irrespective of:

(a) any lack of validity or enforceability of the Credit Agreement or any other Loan Document;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the SecuredObligations or any amendment or waiver or other modification, whether by course of conduct or otherwise, of, or consent todeparture from, the Credit Agreement or any other Loan Document;

(c) any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, ofor consent to departure from, any guarantee of any Secured Obligations; or

(d) any other circumstances that might otherwise constitute a defense available to, or a discharge of, anyIntercompany Debtor in respect of the Secured Obligations or of such Intercompany Lender or such Intercompany Debtor inrespect of the subordination provisions set forth herein.

5. Notices. All notices and other communications hereunder shall (except as otherwise expressly permitted herein) bein writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to anySubsidiary shall be given to it in care of the Company as provided in Section 9.01 of the Credit Agreement.

6. Waivers; Amendment. (a) No failure or delay by the Administrative Agent or any other Senior Lender in exercisingany right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, orany abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or theexercise of any other right or power. The rights and remedies of the Administrative Agent and the other Senior Lenders hereunderand under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.No waiver of any provision of this Agreement or consent to any departure by the Company or any Subsidiary herefrom shall in anyevent be effective unless the same shall be permitted by

Exhibit F

paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the specificpurpose for which given. Notwithstanding anything herein to the contrary, no sale, assignment, novation, transfer or delegation byany Lender of any of its rights or obligations under the Credit Agreement or any other Loan Document shall, or shall be deemed, toextinguish any of the rights, benefits or privileges afforded by the Intercompany Debtors or the Intercompany Lenders hereunder inrelation to such of its rights or obligations, and all such rights, benefits and privileges shall continue to accrue, to the full extentthereof, for the benefit of the assignee, transferee or delegee of such Lender in connection with each such sale, assignment, novation,transfer and delegation. No notice or demand on any Intercompany Debtor or Intercompany Lender in any case shall entitle anyIntercompany Debtor or Intercompany Lender to any other or further notice or demand in similar or other circumstances.

(b) Except as provided in Section 17, neither this Agreement nor any provision hereof may be waived, amended ormodified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Company or aSubsidiary with respect to which such waiver, amendment or modification is to apply.

(c) This Agreement shall be construed as a separate agreement with respect to the Company and each Subsidiary andmay be amended, modified, supplemented, waived or released with respect to the Company or any Subsidiary without the approvalof any other Subsidiary or the Company, as the case may be, and without affecting the obligations of any other Subsidiary or theCompany, as the case may be, hereunder.

7. Successors and Assigns. (a) Whenever in this Agreement any of the parties hereto is referred to, such referenceshall be deemed to include the permitted successors and assigns of such party, and all covenants, promises and agreements by or onbehalf of each Intercompany Lender, each Intercompany Debtor or the Administrative Agent that are contained in this Agreementshall bind and inure to the benefit of their respective successors and assigns.

(b) The Administrative Agent and the other Senior Lenders shall have a full and unfettered right to assign orotherwise transfer the whole or any part of the benefit of this Agreement to any Person to whom all or a corresponding part of theSecured Obligations are assigned or transferred, all without impairing, abridging, releasing or affecting the subordination providedfor herein.

(c) No Intercompany Lender or Intercompany Debtor may assign or otherwise transfer any of its rights or obligationshereunder or any interest herein. Any purported assignment or transfer in violation of this paragraph shall be deemed null and voidab initio.

8. Survival of Agreement. All covenants, agreements, representations and warranties made by the IntercompanyLenders and the Intercompany Debtors in this Agreement shall be considered to have been relied upon by the Administrative Agentand the other Senior Lenders and shall survive the execution and delivery of this Agreement and the other Loan Documents andmaking of any Loans and issuance of any Letters of Credit, regardless of any investigation made by or on behalf of theAdministrative Agent or any other Senior Lender and notwithstanding that the Administrative Agent or any other Senior Lender mayhave had notice or knowledge of any Default or incorrect representation or warranty at the time any Loan Document is executed anddelivered or any credit is extended under the Credit Agreement.

9. Counterparts; Effectiveness; Several Agreement. (a) This Agreement may be executed in counterparts (and bydifferent parties hereto on different counterparts), each of which shall constitute an original but all of which when taken togethershall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by fax, emailed pdf orany other electronic means that

Exhibit F

reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of thisAgreement. This Agreement shall become effective as to any Intercompany Lender or Intercompany Debtor when a counterparthereof executed on behalf of such Intercompany Lender or Intercompany Debtor shall have been delivered to the AdministrativeAgent and a counterpart hereof shall have been executed on behalf of the Administrative Agent and thereafter shall be binding uponsuch Intercompany Lender, such Intercompany Debtor and the Administrative Agent and their respective permitted successors andassigns, and shall inure to the benefit of such Intercompany Lender, such Intercompany Debtor and the Administrative Agent and theother Secured Parties and their respective successors and assigns.


10. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall,as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdictionshall not invalidate such provision in any other jurisdiction.

11. Further Assurances. The Company and each Subsidiary shall execute and deliver such further documents and dosuch other acts and things as the Administrative Agent may reasonably request in order to fully effectuate the purposes of thisAgreement.

12. Governing Law; Jurisdiction; Consent to Service of Process; Appointment of Service of Process Agent. (a) ThisAgreement shall be governed by, and construed in accordance with, the law of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction ofthe Supreme Court of the State of New York sitting in New York County and of the United States District Court of the SouthernDistrict of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to thisAgreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the Company and theSubsidiaries hereby irrevocably and unconditionally agrees that all claims arising out of or relating to this Agreement brought by itor any of its Affiliates shall be brought, and shall be heard and determined, exclusively in such New York State or, to the extentpermitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall beconclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing inthis Agreement shall affect any right that the Administrative Agent or any other Senior Lender may otherwise have to bring anyaction or proceeding relating to this Agreement or any other Loan Document against the Company, any Subsidiary or any of itsproperties in the courts of any jurisdiction.

(c) Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection thatit may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement inany court referred to in paragraph (b) of this Section. Each

Exhibit F

party hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to themaintenance of such action or proceeding in any such court.

(d) Each party hereby irrevocably consents to service of process in the manner provided for notices in Section 5.Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in anyother manner permitted by law.

(e) Each Non-U.S. Subsidiary hereby irrevocably designates, appoints and empowers the Company, as its authorizeddesignee, appointee and agent (the “ Authorized Agent ”) to receive, accept and forward for and on its behalf, and in service of anyand all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or relating tothis Agreement or any other Loan Document. Such service may be made by mailing a copy of such process to any Non-U.S.Subsidiary in the care of the Authorized Agent at its address set forth above. Service of process upon the Authorized Agent shall bedeemed, in every respect, effective service of process upon any Non-U.S. Subsidiary.

(f) In the event any Non-U.S. Subsidiary or any of its assets has or hereafter acquires, in any jurisdiction in whichjudicial proceedings may at any time be commenced with respect to this Agreement or any other Loan Document, any immunityfrom jurisdiction, legal proceedings, attachment (whether before or after judgment), execution, judgment or setoff, such Non-U.S.Subsidiary hereby irrevocably agrees not to claim and hereby irrevocably and unconditionally waives such immunity.

13. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THEFULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANYLEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANYOTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASEDON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NOREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OROTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THEFOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEENINDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS ANDCERTIFICATIONS IN THIS SECTION.

14. Headings. Section headings used herein are for convenience of reference only, are not part of this Agreement andshall not affect the construction of, or to be taken into consideration in interpreting, this Agreement.

15. Provisions Define Relative Rights. The subordination provisions set forth herein are intended solely for thepurpose of defining the relative rights of the Intercompany Lenders and the Intercompany Debtors, on the one hand, and theAdministrative Agent and the other Senior Lenders, on the other, and no other Person shall have any right, benefit or other interestunder these subordination provisions.

16. Trusts. The Administrative Agent shall hold the benefit of this Agreement upon trust for itself and the otherSecured Parties. The perpetuity period for each trust created by this Agreement shall be 80 years.

17. Additional Subsidiaries. The Company shall cause each Subsidiary that shall become party to any IntercompanyLiabilities and that is not a party hereto to become a party to this Agreement by executing a supplement to this Agreement in formand substance reasonably satisfactory to the Administrative

Exhibit F

Agent (each such subsidiary, an “ Additional Subsidiary ”). Upon delivery of such supplement to the Administrative Agent, (a) eachAdditional Subsidiary shall be as fully a party hereto as if such Additional Subsidiary were an original signatory hereof, (b) suchAdditional Subsidiary shall be deemed to have agreed to all the terms and provisions of this Agreement applicable to it as aSubsidiary, (c) such Additional Subsidiary shall be deemed to have represented and warranted that the representations made by it asa Subsidiary under this Agreement are true and correct at such time and (d) each reference to a “Subsidiary” and, as applicable,“Intercompany Debtor” or “Intercompany Lender” in this Agreement shall be deemed to include such Additional Subsidiary.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respectiveauthorized officers as of the day and year first above written.

GOPRO, INC.,by

Name: Title:

GOPRO COÖPERATIEF U.A.,By

Name: Title:

[Intercompany Lenders],By

Name: Title:

[intercompany debtors],By

Name: Title:

Exhibit F

JPMORGAN CHASE BANK, N.A., as Administrative Agent,by

Name: Title:

EXHIBIT G[FORM OF] GUARANTEE AGREEMENT

MASTER GUARANTEE AGREEMENT dated as of March [ ], 2016 (this “ Agreement ”), amongGOPRO, INC., a Delaware corporation (the “ Company ”), GOPRO COÖPERATIEF U.A., a Dutchcooperative with excluded liability, having its statutory seat in Amsterdam, the Netherlands, and registeredwith the trade register in the Netherlands under number 61391743(the “ Dutch Borrower ” and, together withthe Company, the “ Borrowers ”), the OTHER GUARANTORS party hereto and JPMORGAN CHASEBANK, N.A., as Administrative Agent, on behalf of itself and the other Secured Parties.

Reference is made to the Credit Agreement dated as of March 25, 2016 (as amended, restated, supplemented orotherwise modified from time to time, the “ Credit Agreement ”), among the Company, the Dutch Borrower, the Lenders partythereto and JPMorgan Chase Bank, N.A., as Administrative Agent. The Lenders and the Issuing Banks have agreed to extend creditto the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders and theIssuing Banks to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. TheGuarantors are, or are Affiliates of, the Borrowers, will derive substantial benefits from the extension of credit to the Borrowerspursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders and theIssuing Banks to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement . (a) Capitalized terms used in this Agreement (including in the introductoryparagraph hereto) and not otherwise defined herein have the meanings specified in the Credit Agreement.

(b) The rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Agreement, mutatismutandis .

SECTION 1.02. Other Defined Terms . As used in this Agreement, the following terms have the meanings specifiedbelow:

Exhibit F

“ Agreement ” has the meaning set forth in the preamble to this Agreement.


“ Borrowers ” has the meaning set forth in the preamble to this Agreement.

“ Claiming Party ” has the meaning set forth in Section 3.02.

“ Company ” has the meaning set forth in the preamble to this Agreement.

“ Contributing Party ” has the meaning set forth in Section 3.02.

“ Credit Agreement ” has the meaning set forth in the introductory paragraph to this Agreement.

“ Dutch Borrower ” has the meaning set forth in the preamble to this Agreement.

“ Guarantors ” means each Borrower, the Subsidiaries identified as such on Schedule I hereto and each otherSubsidiary that becomes a party to this Agreement as a Guarantor after the Effective Date pursuant to Section 5.13; provided that if aSubsidiary is released from its obligations as a Guarantor hereunder as provided in Section 5.12, such Subsidiary shall cease to be aGuarantor hereunder effective upon such release.

“ Loan Document Obligations ” has the meaning set forth in the Credit Agreement.

“ Loan Parties ” means the Borrowers and the Guarantors.

“ Non-U.S. Subsidiary Guarantors ” means the Dutch Borrower and each other Guarantor that is a CFC or a CFCHolding Company.

“ Secured Cash Management Services Obligations ” has the meaning set forth in the Credit Agreement.

“ Secured Hedging Obligations ” has the meaning set forth in the Credit Agreement.

“ Secured Obligations ” means (a) all the Loan Document Obligations, (b) all the Secured Cash Management ServicesObligations and (c) all the Secured Hedging Obligations; provided that, when such term is used in reference to (i) the DutchBorrower or any other Non-U.S. Subsidiary Guarantor, it shall not include any Loan Document Obligations of the Company or anyU.S. Subsidiary Guarantor or any Secured Cash Management Services Obligations or Secured Hedging Obligations of the Companyor any Subsidiary that is not a CFC or a CFC Holding Company and (ii) any Subsidiary Guarantor, it shall not include any ExcludedSwap Obligations.

“ Secured Parties ” means (a) the Administrative Agent, (b) the Arranger, (c) each Lender, (d) each Issuing Bank, (e)each Cash Management Services Provider holding any Secured Cash Management Services Obligations, (f) each counterparty to anyHedging Agreement holding any Secured Hedging Obligations, (g) the beneficiaries of each indemnification obligation undertakenby any Loan Party under any Loan Document and (h) the successors and assigns of each of the foregoing.

“ Subsidiary Guarantor ” means any Guarantor that is a Subsidiary of the Company.

Exhibit G

“ Supplement ” means an instrument in the form of Exhibit A hereto, or any other form approved by theAdministrative Agent, and in each case reasonably satisfactory to the Administrative Agent.

“ U.S. Subsidiary Guarantors ” means each Subsidiary Guarantor that is not a CFC or a CFC Holding Company.

ARTICLE II

The Guarantees

SECTION 2.01. Guarantee . Each Guarantor irrevocably and unconditionally guarantees to the Administrative Agent,its successors and assigns, for the benefit of the Secured Parties, jointly with the other Guarantors and severally, as a primary obligorand not merely as a surety, by way of an independent payment obligation, the due and punctual payment and performance of itsSecured Obligations. Each Guarantor further agrees that the Secured Obligations may be extended or renewed, in whole or in part, oramended or modified, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereundernotwithstanding any extension, renewal, amendment or modification of any of the Secured Obligations. Each Guarantor waivespresentment to, demand of payment from and protest to any Borrower or any other Loan Party of any of the Secured Obligations,and also waives notice of acceptance of its Guarantee hereunder and notice of protest for nonpayment.

SECTION 2.02. Guarantee of Payment; Continuing Guarantee . Each Guarantor further agrees that its Guaranteehereunder constitutes a guarantee of payment when due (whether or not any Federal, state or foreign bankruptcy, insolvency,receivership, dissolution, liquidation, reorganization, moratorium, winding-up or other similar proceeding shall have stayed theaccrual or collection of any of the Secured Obligations or operated as a discharge thereof) and not merely of collection, and waivesany right to require that any resort be had by the Administrative Agent or any other Secured Party to any security held for thepayment of any of the Secured Obligations or to any balance of any deposit account or credit on the books of the AdministrativeAgent or any other Secured Party in favor of any Borrower, any other Loan Party or any other Person. Each Guarantor agrees that itsGuarantee hereunder is continuing in nature and applies to all of its Secured Obligations, whether currently existing or hereafterincurred.

SECTION 2.03. No Limitations . (a) Except for the termination or release of a Guarantor’s obligations hereunder asexpressly provided in Section 5.12 and the limitations set forth in Section 2.07 or in the Supplement pursuant to which suchGuarantor became a party hereto, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation,impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise of any of theSecured Obligations or of any other Guarantor, and shall not be subject to any defense or set-off, counterclaim, recoupment ortermination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Secured Obligations, any impossibilityin the performance of any of the Secured Obligations, or otherwise. Without limiting the generality of the foregoing, except fortermination or release of its obligations hereunder as expressly provided in Section 5.12, the obligations of each Guarantor hereundershall not be discharged or impaired or otherwise affected by (i) the failure of the Administrative Agent, any other Secured Party orany other Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document orotherwise, (ii) any rescission, waiver, amendment, or modification of, or any release from any of the terms or provisions of, anyLoan Document or any other agreement, including with respect to any other Guarantor under this Agreement, (iii) the release of, orany impairment of or failure to perfect any Lien on any security held by the Administrative Agent or any other Secured Party for anyof the Secured Obligations, (iv) any default, failure or delay, willful or otherwise, in the performance of any of the SecuredObligations, (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or

Exhibit G

otherwise operate as a discharge of any Guarantor as a matter of law or equity, (vi) any illegality, lack of validity or enforceability ofany of the Secured Obligations, (vii) any change in the corporate existence, structure or ownership of any Loan Party, or any Federal,state or foreign bankruptcy, insolvency, receivership, dissolution, liquidation, reorganization, moratorium, winding-up or othersimilar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any of the Secured Obligations,(viii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against any Borrower, any otherLoan Party, the Administrative Agent, any other Secured Party or any other Person, whether in connection with the CreditAgreement, the other Loan Documents or any unrelated transaction, (ix) this Agreement having been determined (on whatsoevergrounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Effective Date, (x)the fact that any Person that, pursuant to the Loan Documents, was required to become a party hereto may not have executed or isnot effectually bound by this Agreement, whether or not this fact is known to the Administrative Agent or any other Secured Party,(xi) any action permitted or authorized hereunder or (xii) any other circumstance (including any statute of limitations), or anyexistence of or reliance on any representation by the Administrative Agent, any other Secured Party or any other Person, that mightotherwise constitute a defense to, or a legal or equitable discharge of, any Borrower, any Guarantor or any other guarantor or surety.

(b) Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment andperformance of the Secured Obligations, to exchange, waive or release any or all such security (with or without consideration), toenforce or apply such security in accordance with its terms and direct the order and manner of any sale thereof in their sole discretionor to release or substitute any one or more other guarantors or obligors upon or in respect of the Secured Obligations, all withoutaffecting the obligations of any Guarantor hereunder.

(c) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out ofany defense of any Borrower or any other Loan Party or the unenforceability of the Secured Obligations or any part thereof from anycause, or the cessation from any cause of the liability of any Borrower or any other Loan Party, other than the payment in full in cashof all the Secured Obligations. The Administrative Agent and the other Secured Parties may, at their election, foreclose on anysecurity held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieuof foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with any Borrower or anyother Loan Party or exercise any other right or remedy available to them against any Borrower or any other Loan Party, withoutaffecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Secured Obligations have beenpaid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any suchelection even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement orsubrogation or other right or remedy of such Guarantor against any Borrower or any other Loan Party, as the case may be, or anysecurity.

SECTION 2.04. Reinstatement . Each Guarantor agrees that, unless released pursuant to Section 5.12(b), itsGuarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, ofany Secured Obligations is rescinded or must otherwise be restored by the Administrative Agent or any other Secured Party upon theFederal, state or foreign bankruptcy, insolvency, receivership, dissolution, liquidation, reorganization, moratorium, winding-up orother similar proceeding affecting any Borrower, any other Loan Party or otherwise.

SECTION 2.05. Agreement to Pay; Subrogation . In furtherance of the foregoing and not in limitation of any otherright that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, andwithout prejudice to Section 2.07, upon the failure of any Borrower

Exhibit G

or any other Loan Party to pay any Secured Obligation when and as the same shall become due, whether at maturity, by acceleration,after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to theAdministrative Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Secured Obligation. Uponpayment by any Guarantor of any sums to the Administrative Agent as provided above, all rights of such Guarantor against anyBorrower or any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnityor otherwise shall in all respects be subject to Article III.

SECTION 2.06. Information . Each Guarantor assumes (a) all responsibility for being and keeping itself informed ofeach Borrower’s and each other Loan Party’s financial condition and assets, and of all other circumstances bearing upon the risk ofnonpayment of the Secured Obligations and (b) the nature, scope and extent of the risks that such Guarantor assumes and incurshereunder, and agrees that none of the Administrative Agent or any other Secured Party will have any duty to advise such Guarantorof information known to it or any of them regarding such circumstances or risks.

SECTION 2.07. Maximum Liability . Notwithstanding anything to the contrary in this Agreement, the obligations andliabilities of any Subsidiary Guarantor that becomes a party to this Agreement after the date hereof shall be limited as and to theextent set forth (but only if any such limitation is set forth) in the applicable Supplement.

SECTION 2.08. Payments Free of Taxes . Each Guarantor that is not a party to the Credit Agreement herebyacknowledges the provisions of Section 2.16 of the Credit Agreement and agrees to be bound by such provisions with the same forceand effect, and to the same extent, as if such Guarantor were a party to the Credit Agreement.

ARTICLE III

Indemnity, Subrogation and Subordination

SECTION 3.01. Indemnity and Subrogation . In addition to all such rights of indemnity and subrogation as theGuarantors may have under applicable law (but subject to Section 3.03) in respect of any payment hereunder, each of the Borrowersagrees that (a) in the event a payment in respect of any Secured Obligation owed by such Borrower shall be made by any Guarantor(other than such Borrower or the Company) under this Agreement, such Borrower and the Company shall indemnify such Guarantorfor the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shallhave been made to the extent of such payment and (b) in the event any assets of any Guarantor (other than such Borrower or theCompany) shall be sold pursuant to this Agreement or any Security Document to satisfy in whole or in part any Secured Obligationsowed by such Borrower, such Borrower and the Company shall indemnify such Guarantor in an amount equal to the greater of thebook value and the fair market value of the assets so sold.

SECTION 3.02. Contribution and Subrogation . Each Guarantor (other than the Company) (a “ Contributing Party ”)agrees (subject to Sections 2.07 and 3.03) that, in the event a payment shall be made by any other Guarantor (other than theCompany) hereunder in respect of any Secured Obligations (other than by the Dutch Borrower solely in respect of any LoanDocument Obligation owed by it) or assets of any other Guarantor (other than the Company) shall be sold pursuant to any SecurityDocument to satisfy any Secured Obligation (other than assets of the Dutch Borrower solely in respect of any Loan DocumentObligation owed by the Dutch Borrower) and such other Guarantor (the “ Claiming Party ”) shall not have been fully indemnified bythe applicable Borrower and the Company as provided in Section 3.01, each Contributing Party shall indemnify each Claiming Partyin an amount equal to the amount of such payment

Exhibit G

or the greater of the book value and the fair market value of such assets (the “ Indemnified Amount ”), as the case may be, in eachcase multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the date hereof and thedenominator shall be the aggregate net worth of all the Contributing Parties on the date hereof (or, in the case of any ContributingParty becoming a party hereto pursuant to Section 5.13, the date of the Supplement hereto executed and delivered by suchContributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 shall be (subjectto Section 3.03) subrogated to the rights of such Claiming Party under Section 3.01 to the extent of such payment. Notwithstandingthe foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateralmade to satisfy Secured Obligations constituting Swap Obligations, only those Contributing Parties for whom such SwapObligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in thesecond preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

SECTION 3.03. Subordination . (a) Notwithstanding any provision of this Agreement to the contrary, all rights of theGuarantors under Sections 3.01 and 3.02 and all other rights of the Guarantors of indemnity, contribution or subrogation underapplicable law or otherwise shall be fully subordinated to the payment in full in cash of all the Secured Obligations. No failure on thepart of any Borrower or any Guarantor to make the payments required by Sections 3.01 and 3.02 (or any other payments requiredunder applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to itsobligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.

(b) Each Guarantor hereby agrees that all Indebtedness and other monetary obligations owed to it by any otherGuarantor shall be fully subordinated to the prior payment in full in cash of all the Secured Obligations of such other Guarantor.

ARTICLE IV


Each Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that (a) theexecution, delivery and performance by such Guarantor of this Agreement have been duly authorized by all necessary corporate orother organizational action and, if required, stockholder or other equityholder action of such Guarantor, and this Agreement has beenduly executed and delivered by such Guarantor and constitutes its legal, valid and binding obligation, enforceable against it inaccordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and(b) all representations and warranties set forth in the Credit Agreement as to such Guarantor are true and correct (i) in the case of therepresentations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case onand as of the date hereof and on and as of which each other date on which the representations and warranties in the Credit Agreementare made or are deemed to be made pursuant to the terms thereof (except in the case of any such representation and warranty thatexpressly relates to a prior date, in which case such representation and warranty is represented and warranted by such Guarantor tobe so true and correct on and as of such prior date).

Exhibit G

ARTICLE V

Miscellaneous

SECTION 5.01. Notices . All notices and other communications hereunder shall (except as otherwise expresslypermitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and noticeshereunder to any Subsidiary Guarantor shall be given to it in care of the Company as provided in Section 9.01 of the CreditAgreement.

SECTION 5.02. Waivers; Amendment . (a) No failure or delay by the Administrative Agent, any Issuing Bank or anyLender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall anysingle or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power,preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of theAdministrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are notexclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to anydeparture by any Guarantor herefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of thisSection, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.Without limiting the generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or the issuanceof a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lenderor any Issuing Bank may have had notice or knowledge of such Default at the time. Notwithstanding anything herein to the contrary,no sale, assignment, novation, transfer or delegation by any Lender of any of its rights or obligations under the Credit Agreement orany other Loan Document shall, or shall be deemed, to extinguish any of the rights, benefits or privileges afforded by any Guaranteecreated hereunder in relation to such of its rights or obligations, and all such rights, benefits and privileges shall continue to accrue,to the full extent thereof, for the benefit of the assignee, transferee or delegee of such Lender in connection with each such sale,assignment, novation, transfer and delegation. No notice or demand on any Guarantor in any case shall entitle any Guarantor to anyother or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to anagreement or agreements in writing entered into by the Administrative Agent and the Guarantor or Guarantors with respect to whichsuch waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the CreditAgreement.

(c) This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended,modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Loan Party and withoutaffecting the obligations of any other Guarantor hereunder.

SECTION 5.03. Administrative Agent’s Fees and Expenses; Indemnification . (a) Each Subsidiary Guarantor that isnot a party to the Credit Agreement, jointly with each other Guarantor and severally, agrees to reimburse the Administrative Agentfor its expenses incurred hereunder as provided in Section 9.03(a) of the Credit Agreement as if the first reference in such Section to“the Company and the Dutch Borrower” were a reference to such Subsidiary Guarantor and with the same force and effect as if suchSubsidiary Guarantor were a party to the Credit Agreement.

(b) Each Subsidiary Guarantor that is not a party to the Credit Agreement, jointly with each other Guarantor andseverally, agrees to indemnify and hold harmless each Indemnitee as provided in Section 9.03(b) of the Credit Agreement as if thefirst reference in such Section to “the Company and the

Exhibit G

Dutch Borrower” were a reference to such Subsidiary Guarantor and with the same force and effect as if such Subsidiary Guarantorwere a party to the Credit Agreement.

(c) Any amounts payable as provided in paragraph (a) or (b) of this Section shall be additional Secured Obligationsguaranteed hereby and secured by the Security Documents. All amounts due under paragraph (a) or (b) of this Section shall bepayable promptly after written demand therefor.

(d) To the extent permitted by applicable law, no Guarantor shall assert, or permit any of its Affiliates or RelatedParties to assert, and each hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others ofinformation or other materials obtained through telecommunications, electronic or other information transmission systems (includingthe Internet) or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actualdamages) arising out of, in connection with, or as a result of this Agreement, any other Loan Document or any agreement orinstrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE GUARANTEES CREATED HEREBY,EACH SECURED PARTY SHALL BE DEEMED TO HAVE ACKNOWLEDGED THE PROVISIONS OF ARTICLE VIII OFTHE CREDIT AGREEMENT AND AGREED TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SETFORTH HEREIN.

SECTION 5.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, suchreference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreementsby or on behalf of any Guarantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefitof their respective successors and assigns.

SECTION 5.05. Survival of Agreement . All covenants, agreements, representations and warranties made by theGuarantors in this Agreement or any other Loan Document and in the certificates or other instruments delivered in connection withor pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the AdministrativeAgent, the Arranger, the Lenders and the Issuing Banks and shall survive the execution and delivery of this Agreement and the otherLoan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by or onbehalf of the Administrative Agent, the Arranger, the Syndication Agent, the Documentation Agent, the Lenders and the IssuingBanks and notwithstanding that the Administrative Agent, the Arranger, the Syndication Agent, the Documentation Agent, anyIssuing Bank, any Lender or any Affiliate of any of the foregoing may have had notice or knowledge of any Default or incorrectrepresentation or warranty at the time any Loan Document is executed and delivered or any credit is extended under the CreditAgreement, and, subject to Section 9.05 of the Credit Agreement, shall continue in full force and effect as long as the principal of orany accrued interest on any Loan or any fee or any other amount payable under the Credit Agreement is outstanding and unpaid orany LC Exposure is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.04,2.08 and 5.03 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated bythe Loan Documents, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or thetermination of this Agreement or any provision hereof.

SECTION 5.06. Counterparts; Effectiveness; Electronic Execution . (a) This Agreement may be executed incounterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of whichwhen taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement byfax, emailed pdf. or any other electronic means

Exhibit G

that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart ofthis Agreement. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of suchGuarantor shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of theAdministrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respectivepermitted successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the other SecuredParties and their respective successors and assigns, except that no Guarantor shall have the right to assign or transfer its rights orobligations hereunder or any interest herein (and any attempted assignment or transfer by any Guarantor shall be null and void),except as expressly provided in this Agreement and the Credit Agreement.


SECTION 5.07. Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in anyjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability withoutaffecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in aparticular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 5.08. Right of Set-off . If an Event of Default shall have occurred and be continuing, each Lender andIssuing Bank, and each Affiliate of any of the foregoing, is hereby authorized at any time and from time to time, to the fullest extentpermitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, inwhatever currency) or other amounts at any time held and other obligations (in whatever currency) at any time owing by such Lenderor Issuing Bank, or by such an Affiliate, to or for the credit or the account of (a) the Company or any U.S. Subsidiary Guarantoragainst any of and all the obligations then due of any Borrower or any other Guarantor now or hereafter existing under thisAgreement or any other Loan Document held by such Lender or Issuing Bank or (b) the Dutch Borrower or any other Non-U.S.Subsidiary Guarantor against any of and all the obligations then due of the Dutch Borrower or any other Non-U.S. SubsidiaryGuarantor now or hereafter existing under this Agreement or any other Loan Document held by such Lender or Issuing Bank, in eachcase, irrespective of whether or not such Lender or Issuing Bank shall have made any demand under this Agreement or any otherLoan Document and although such obligations of any Guarantor are not yet due or are owed to a branch, office or Affiliate of suchLender or such Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness.The rights of each Lender and Issuing Bank, and each Affiliate of any of the foregoing, under this Section are in addition to otherrights and remedies (including other rights of setoff) that such Lender, Issuing Bank or Affiliate may have. Each Lender and IssuingBank shall notify the Company and the Administrative Agent promptly after any such setoff and application; provided that thefailure to give notice shall not affect the validity of such setoff and application.

Exhibit G

SECTION 5.09. Governing Law; Jurisdiction; Consent to Service of Process; Appointment of Authorized Agent . (a)This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction ofthe Supreme Court of the State of New York sitting in New York County and of the United States District Court of the SouthernDistrict of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to thisAgreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the Guarantors herebyirrevocably and unconditionally agrees that all claims arising out of or relating to this Agreement or any other Loan Documentbrought by it or any of its Affiliates shall be brought, and shall be heard and determined, exclusively in such New York State or, tothe extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceedingshall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.Nothing in this Agreement shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise haveto bring any action or proceeding relating to this Agreement or any other Loan Document against any Guarantor or any of itsproperties in the courts of any jurisdiction.

(c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, anyobjection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to thisAgreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each party hereto herebyirrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action orproceeding in any such court.

(d) Each party hereto hereby irrevocably consents to service of process in the manner provided for notices inSection 5.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serveprocess in any other manner permitted by law.

(e) Each Non-U.S. Subsidiary Guarantor hereby irrevocably designates, appoints and empowers the Company as itsauthorized designee, appointee and agent (the “ Authorized Agent ”) to receive, accept and forward for and on its behalf service ofany and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or relatingto this Agreement or any other Loan Document. Such service may be made by mailing a copy of such process to any Non-U.S.Subsidiary Guarantor in the care of the Authorized Agent at its address set forth above. Service of process upon the AuthorizedAgent shall be deemed, in every respect, effective service of process upon any Non-U.S. Subsidiary Guarantor.

(f) In the event any Non-U.S. Subsidiary Guarantor or any of its assets has or hereafter acquires, in any jurisdiction inwhich judicial proceedings may at any time be commenced with respect to this Agreement or any other Loan Document, anyimmunity from jurisdiction, legal proceedings, attachment (whether before or after judgment), execution, judgment or setoff, suchSubsidiary Guarantor hereby irrevocably agrees not to claim and hereby irrevocably and unconditionally waives such immunity.

SECTION 5.10. WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TOTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY INANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHERBASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES

Exhibit G

THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OROTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THEFOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEENINDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS ANDCERTIFICATIONS IN THIS SECTION.

SECTION 5.11. Headings . Article and Section headings and the Table of Contents used herein are for convenienceof reference only, are not part of this Agreement and shall not affect the construction of, or to be taken into consideration ininterpreting, this Agreement.

SECTION 5.12. Termination or Release . (a) Subject to Section 2.04, this Agreement and the Guarantees made hereinshall terminate and be released when all the Loan Document Obligations (other than contingent obligations for indemnification,expense reimbursement, tax gross-up or yield protection as to which no claim has been made) have been paid in full in cash, theLenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero (including as aresult of obtaining consent of the applicable Issuing Bank as described in Section 9.05 of the Credit Agreement) and the IssuingBanks have no further obligations to issue, amend or extend Letters of Credit under the Credit Agreement.

(b) The Guarantees made herein shall also be released at the time or times and in the manner set forth in Section9.14(b) of the Credit Agreement.

(c) In connection with any termination or release pursuant to paragraph (a) or (b) of this Section, the AdministrativeAgent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonablyrequest to evidence such termination or release. Any execution and delivery of documents by the Administrative Agent pursuant tothis Section shall be without recourse to or warranty by the Administrative Agent.

SECTION 5.13. Additional Guarantors . Pursuant to the Credit Agreement, certain Subsidiaries not a party hereto onthe Effective Date are required to enter into this Agreement. Upon the execution and delivery by the Administrative Agent and anysuch Subsidiary of a Supplement, such Subsidiary shall become a Guarantor (and, as applicable, a U.S. Subsidiary Guarantor or aNon-U.S. Subsidiary Guarantor) hereunder, in each case, with the same force and effect as if originally named as such herein. Theexecution and delivery of any Supplement shall not require the consent of any other Guarantor hereunder. The rights and obligationsof each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any additional Subsidiary as a partyto this Agreement.

SECTION 5.14. Parallel Liability. (a) Each Guarantor hereby irrevocably and unconditionally undertakes to pay tothe Administrative Agent an amount equal to the aggregate amount of its Corresponding Liabilities, as they may exist from time totime.

(b) The parties hereto agree that:

(i) a Guarantor’s Parallel Liability shall be due and payable at the same time as, for the same amount as and in thesame currency as its Corresponding Liabilities become due and payable;

(ii) a Guarantor’s Parallel Liability shall be decreased to the extent that its Corresponding Liabilities have beenirrevocably paid or discharged, and its Corresponding Liabilities shall be decreased to the extent that its Parallel Liability hasbeen irrevocably paid or discharged;

Exhibit G

(iii) a Guarantor’s Parallel Liability is independent and separate from, and without prejudice to, its CorrespondingLiabilities, and constitutes a single obligation of such Guarantor to the Administrative Agent (even though such Guarantormay owe more than one Corresponding Liability to the Lenders, the Issuing Banks or other Persons under the LoanDocuments) and an independent and separate claim of the Administrative Agent to receive payment of such Parallel Liability(in its capacity as the independent and separate creditor of such Parallel Liability and not as a co-creditor in respect of theCorresponding Liabilities); and

(iv) for purposes of this Section, the Administrative Agent acts in its own name and not as agent, representative ortrustee of the Lenders, the Issuing Banks or any other Secured Party, and accordingly holds neither its claim resulting from aParallel Liability nor any Lien securing a Parallel Liability on trust.

(c) For purposes of this Section:

“ Corresponding Liabilities ” means the Secured Obligations excluding the Parallel Liability.

“ Parallel Liability ” means a Guarantor’s obligations and undertakings under this Section.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first abovewritten.

GOPRO, INC.,By

Name: Title:

GOPRO COÖPERATIEF U.A.,By

Name: Title:

[Name Of OTHER GuarantorS]By

Name: Title:

Exhibit G

JPMORGAN CHASE BANK, N.A., as Administrative Agent, onbehalf of itself and the other Secured Parties,By

Name: Title:

Schedule I tothe Master Guarantee Agreement

INITIAL SUBSIDIARY GUARANTORS

Name Jurisdiction of Formation

Exhibit A tothe Master Guarantee Agreement

SUPPLEMENT NO. __ dated as of [ ] to the Master Guarantee Agreement dated as of March [], 2016, among GOPRO, INC., GOPRO COÖPERATIEF U.A., the OTHER GUARANTORS partythereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

Reference is made to the Credit Agreement dated as of March 25, 2016 (as amended, restated, supplemented orotherwise modified from time to time, the “ Credit Agreement ”), among GoPro, Inc., a Delaware corporation (the “ Company ”),GoPro Coöperatief U.A., a Dutch cooperative with excluded liability, having its statutory seat in Amsterdam, the Netherlands, andregistered with the trade register in the Netherlands under number 61391743 (the “ Dutch Borrower ” and together with theCompany, the “ Borrowers ”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

Exhibit G

Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in theCredit Agreement and the Guarantee Agreement.

The Guarantors have entered into the Guarantee Agreement in order to induce the Lenders and the Issuing Banks toextend credit to the Borrowers. Section 5.13 of the Guarantee Agreement provides that additional Subsidiaries may becomeGuarantors (and, as applicable, U.S. Subsidiary Guarantors or Non-U.S. Subsidiary Guarantors) under the Guarantee Agreement byexecution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “ New Guarantor ”) isexecuting this Supplement to become a Guarantor (and, as applicable, a U.S. Subsidiary Guarantor or a Non-U.S. SubsidiaryGuarantor) under the Guarantee Agreement in order to induce the Lenders and the Issuing Banks to make additional extensions ofcredit under the Credit Agreement and as consideration for extensions of credit previously made or issued.

Accordingly, the Administrative Agent and the New Guarantor agree as follows:

SECTION 1. In accordance with Section 5.13 of the Guarantee Agreement, the New Guarantor by its signature belowbecomes a Guarantor under the Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor,and the New Guarantor hereby agrees to all the terms and provisions of the Guarantee Agreement applicable to it as a Guarantorthereunder. Each reference to a “Guarantor” and “Subsidiary Guarantor” (and, as applicable, to a “U.S. Subsidiary Guarantor” or a“Non-U.S. Subsidiary Guarantor”) in the Guarantee Agreement shall be deemed to include the New Guarantor. The GuaranteeAgreement is hereby incorporated herein by reference.

SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the other Secured Partiesthat (a) (i) the execution and delivery by the New Guarantor of this Supplement, and the performance by the New Guarantor of thisSupplement and the Guarantee Agreement, have been duly authorized by all necessary corporate or other organizational action and,if required, stockholder or other equityholder action of the New Guarantor, (ii) this Supplement has been duly executed anddelivered by the New Guarantor and (iii) each of this Supplement and the Guarantee Agreement constitutes its legal, valid andbinding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whetherconsidered in a proceeding in equity or at law, and (b) all representations and warranties set forth in the Credit Agreement as to theNew Guarantor are true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and(ii) otherwise, in all material respects, in each case on and as of the date of this Supplement (except in the case of any suchrepresentation and warranty that expressly relates to a prior date, in which case such representation and warranty is represented andwarranted by the New Guarantor to be so true and correct on and as of such prior date).

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on differentcounterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.Delivery of an executed counterpart of a signature page of this Supplement by fax, emailed pdf. or any other electronic means thatreproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of thisSupplement. This Supplement shall become effective when a counterpart hereof executed on behalf of the New Guarantor shall havebeen delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent,and thereafter shall be binding upon the New Guarantor and the Administrative Agent and their respective permitted successors andassigns, and shall inure to the benefit of the New Guarantor, the Administrative Agent and the other Secured Parties and theirrespective successors and assigns,

Exhibit G

except that the New Guarantor shall not have the right to assign or transfer its rights or obligations hereunder or any interest herein(and any attempted assignment or transfer by the New Guarantor shall be null and void), except as expressly provided in theGuarantee Agreement and the Credit Agreement.

SECTION 4. Except as expressly supplemented hereby, the Guarantee Agreement shall remain in full force andeffect.

SECTION 5. This Supplement shall be governed by, and construed in accordance with, the law of the State ofNew York.

SECTION 6. Any provision of this Supplement held to be invalid, illegal or unenforceable in any jurisdiction shall, asto such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdictionshall not invalidate such provision in any other jurisdiction.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 ofthe Guarantee Agreement.

SECTION 8. The provisions of Sections 5.02, 5.04, 5.05, 5.09 and 5.10 of the Guarantee Agreement are herebyincorporated by reference herein as if set forth in full force herein, mutatis mutandis .

SECTION 9. The New Guarantor is a [ company ] duly [ incorporated ] under the law of [ name of relevantjurisdiction ]. [ If applicable: ] The Guarantee of the New Guarantor in respect of obligations of any Person other than its subsidiaryis subject to the following limitations:

[if the New Guarantor is organized in any other jurisdiction and is giving a Guarantee other than in respect of one ofits subsidiaries, insert guarantee limitation wording for the relevant jurisdiction that is reasonably acceptable to the AdministrativeAgent].

Exhibit A tothe Master Guarantee Agreement

IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Supplement tothe Guarantee Agreement as of the day and year first above written.

[Name Of New Guarantor],By

Name: Title:

Exhibit G

jpmorgan chase bank, N.A., as Administrative Agent, on behalf of itself and theother Secured Parties,By

Name: Title:

EXHIBIT H

[FORM OF]INTEREST ELECTION REQUEST

JPMorgan Chase Bank, N.A.as Administrative AgentLoan and Agency Services Group500 Stanton Christiana RoadOps 2, Floor 3Newark, DE 19713Attention of Pranay TyagiFax No. (302) 634-8459email: [email protected]

with a copy to

JPMorgan Chase Bank, N.A.as Administrative Agent393 Madison Avenue24th FloorNew York, NY 10179Attention of Courtney EngFax No. (212) 270-5100email: [email protected]

with a copy to:

[email protected]

[Date]

Ladies and Gentlemen:

Reference is made to the Credit Agreement dated as of March 25, 2016 (as amended, restated, supplemented orotherwise modified from time to time, the “ Credit Agreement ”), among GoPro, Inc. (the “ Company ”), GoPro Coöperatief U.A.,the Lenders from time to time party thereto and JPMorgan Chase

Exhibit G

Bank, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings specified inthe Credit Agreement.

This notice constitutes an Interest Election Request and [the Borrower specified below] [the Company on behalf of theDutch Borrower] hereby gives you notice, pursuant to Section 2.07 of the Credit Agreement, that it requests the conversion orcontinuation of a Revolving Borrowing under the Credit Agreement, and in connection therewith specifies the following informationwith respect to such Borrowing and each resulting Borrowing:

1. Name of Borrower: _______________________________

2. Borrowing to which this request applies: _____________________________

Principal Amount: _______________________________

Type: _______________________________

Interest Period In the case of a Eurocurrency Borrowing, specify the last day of the current Interest Period therefor. :_______________________________

3. Effective date of this election Must be a Business Day. : _______________________________

4. Resulting Borrowing[s] If different options are being elected with respect to different portions of the Borrowing specified in item 2 above,provide the information required by this item 4 for each resulting Borrowing. Each resulting Borrowing shall be in an aggregate amount that is an integralmultiple of, and not less than, the amount specified for a Revolving Borrowing in Section 2.02(c) of the Credit Agreement.

Principal Amount Indicate the principal amount of the resulting Borrowing and the percentage of the Borrowing in item 2 above. :_______________________________

Type Specify whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing._______________________________

Interest Period Applicable only if the resulting Borrowing is to be a Eurocurrency Borrowing. Shall be subject to the definition of“Interest Period” and can be a period of one, two, three or six months. Cannot extend beyond the Maturity Date. If an Interest Period is not specified, thenthe Borrower shall be deemed to have selected an Interest Period of one month’s duration. _______________________________

Very truly yours,

[specify applicable borrower],

By:______________________________ Name: Title:

EXHIBIT I

Exhibit H

[FORM OF]PERFECTION CERTIFICATE

[date]

Reference is made to the Credit Agreement dated as of March 25, 2016 (as amended, supplemented or otherwisemodified from time to time, the “ Credit Agreement ”), among GoPro, Inc., a Delaware corporation (the “ Company ”), GoProCoöperatief U.A., the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in suchcapacity, the “ Administrative Agent ”). Capitalized terms used but not otherwise defined herein shall have the meanings specifiedtherefor in the Credit Agreement.

The undersigned, a Financial Officer of the Company, solely in [his/her] capacity as an officer, and not individually,hereby certifies to the Administrative Agent as follows:

SECTION 1. Legal Names . (a) Set forth on Schedule 1 is (i) the exact legal name of each Loan Party, as such nameappears in its certificate of formation, incorporation or organization, as applicable, and (ii) each other legal name such Loan Partyhas had in the past five years, including the date of the relevant name change.

(b) Except as set forth on Schedule 1, no Loan Party has changed its identity or corporate structure in any mannerwithin the past five years. Changes in identity or corporate structure include mergers, consolidations and acquisitions, as well as anychange in form or jurisdiction of organization or incorporation (as the case may be). With respect to any such change that hasoccurred within the past five years, Schedules 1, 2A and 2B set forth the information required by Sections 1 and 2 of this PerfectionCertificate as to each acquiree or constituent party to such merger, consolidation or acquisition.

SECTION 2. Jurisdictions and Locations . (a) Set forth on Schedule 2A is (i) the jurisdiction of formation,incorporation or organization, as applicable, and the form of organization of each Loan Party, (ii) the organizational identification orregistration number, if any, assigned to such Loan Party by such jurisdiction and the Federal taxpayer identification number of suchLoan Party and (iii) the address (including the county) of the chief executive office of such Loan Party.

(b) Set forth on Schedule 2B are, with respect to each Loan Party, (i) all locations where such Loan Party maintainsany books or records relating to any Accounts or Inventory, indicating whether each such location is owned or leased by such LoanParty, (ii) all locations where such Loan Party maintains any Inventory, including all warehouses and distribution or fulfillmentcenters (but other than any Inventory in transit with a common carrier), indicating whether each such location is owned or leased bysuch Loan Party, (iii) all locations where such Loan Party maintains a place of business or any Collateral not otherwise identified onSchedule 2A or 2B, other than any Inventory in transit with a common carrier, indicating whether each such location is owned orleased by such Loan Party, and (iv) the name and address of any Person (whether in the United States, the Netherlands or any otherjurisdiction) other than a Loan Party that has possession of any Inventory or other Collateral (including any freight forwarder orcustoms broker, but excluding any common carrier that has possession of Inventory solely while it is in transit).

SECTION 3. Unusual Transactions . All Accounts have been originated by the Loan Parties and all Inventory hasbeen acquired by the Loan Parties in the ordinary course of business.

SECTION 4. File Search Reports . File search reports have been obtained from (a) the Uniform Commercial Code (“UCC ”) filing office relating to the location of organization of each Loan Party identified

Exhibit I

on Schedule 2A and (b) the county recorder’s office relating to the county where each Mortgaged Property is located. The file searchreports obtained pursuant to this Section 4 reflect no Liens on any of Mortgaged Property or other Collateral other than thosepermitted under the Credit Agreement.

SECTION 5. UCC Filings . UCC financing statements have been prepared for filing in the proper UCC filing officein the jurisdiction in which each Loan Party is located (as provided in 9-307 of the UCC). Set forth on Schedule 5 is a true andcomplete list of each such filing and the UCC filing office in which such filing is to be made.

SECTION 6. Equity Interests . Set forth on Schedule 6 is a true and complete list, for each Loan Party, of all thestock, partnership interests, limited liability company membership interests or other Equity Interests owned by such Loan Party,specifying the issuer and certificate number of, and the number and percentage of ownership represented by, such Equity Interests.

SECTION 7. Debt Instruments . Set forth on Schedule 7 is a true and complete list, for each Loan Party, of allpromissory notes and other evidence of Indebtedness evidencing (a) Indebtedness owing by the Borrower or any Subsidiary to suchLoan Party and (b) Indebtedness of any other Person in the principal amount of US$500,000 or more held by such Loan Party,specifying the creditor and debtor thereunder and the type and outstanding principal amount thereof.

SECTION 8. Intellectual Property . Set forth on Schedule 8, in proper form for filing with the United States Patentand Trademark Office or the United States Copyright Office, as applicable, is a true and complete list of each Loan Party’s(a) Copyrights, Copyright Applications and exclusive Copyright Licenses (where a Loan Party is a licensee), (b) Patents and PatentApplications, (c) Trademarks and Trademark Applications, (d) Domain Names and (e) Mobile Applications, in each case specifyingthe name of the registered owner, title, type of mark, registration or application number, expiration date (if already registered) orfiling date, a brief description thereof and, if applicable, the licensee and licensor.

SECTION 9. Commercial Tort Claims . Set forth on Schedule 9 is a true and complete list of commercial tort claimsin excess of US$1,000,000 held by any Loan Party, including a brief description thereof.

SECTION 10. Deposit Accounts . Set forth on Schedule 10 is a true and complete list of all Deposit Accountsmaintained by each Loan Party, in each case specifying the name and address of the depositary institution, the type of account(including whether such Deposit Account is a collection account or a concentration account) and the account number.

SECTION 11. Securities and Commodities Accounts . Set forth on Schedule 11 is a true and complete list of allsecurities and commodities accounts maintained by each Loan Party, specifying the name and address of the financial institutionholding the securities account (including a securities intermediary or commodities intermediary), the type of account and the accountnumber.

SECTION 12. Chattel Paper . Set forth on Schedule 12 is a true and complete list, for each Loan Party, of all chattelpaper (whether tangible or electronic), specifying the Loan Party and obligor thereunder, the type, the due date and outstandingprincipal amount thereof.

[Signature page follows]

Exhibit I

IN WITNESS WHEREOF, the undersigned have duly executed this Perfection Certificate on this [ ] day of [ ], 2016.

GOPRO, INC.by

Name: Title:

Schedule 1

Exhibit I

Legal Names

Loan Party’s Exact Legal Name

Former Legal Names

(including date of change)

Schedule 2A

Jurisdictions and Locations

Loan PartyJurisdiction ofOrganization

Form ofOrganization

Organizational

Identification Number

(if any)

Federal TaxpayerIdentification

Number

(if applicable)

Chief Executive Office Address

(including county)

Exhibit I

Schedule 2B

Other Addresses

Loan Party

Locations where Books orRecords Relating to Accounts or

Inventory are Maintained(including county if in the

United States)

Locations where Inventory isMaintained (including alldistribution centers andwarehouse locations and

indicating whether location isowned or leased)

Other Locations where Placeof Business or any Collateral

is Maintained (indicatingwhether location is owned or

leased)

Name and Address of OtherPersons that have

Possession of Inventory orOther Collateral

Schedule 5

UCC Filings

Loan Party UCC Filing Jurisdiction UCC Filing Office

Schedule 6

Exhibit I

Equity Interests

Loan Party IssuerType of

OrganizationNumber of Shares

OwnedTotal SharesOutstanding

Percentage ofInterest Pledged

Certificate No.

(if uncertificated, pleaseindicate so)

Schedule 7

Debt Instruments

Loan Party Debtor Type of Instrument Outstanding Principal Amount

Schedule 8

Exhibit I

Intellectual Property

I. Copyrights

Registered Owner Title Registration Number Expiration Date

II. Copyright Applications

Registered Owner Title Application Number Date Filed

III.Exclusive Copyright Licenses (where a Loan Party is a licensee)

Exhibit I

Licensee Licensor Title Registration Number Expiration Date

IV. Patents

Registered Owner

Title of

Patent Country TypeRegistration

Number

Issue

Date Expiration

V. Patent Applications

Exhibit I

Registered

Owner Title of Patent Country TypeApplication

Number Date Filed

VI. Trademarks

Registered

Owner Mark Country Application No. Registration No. Registration Date Expiration Date

VII.Trademark Applications

Exhibit I

Registered Owner Mark Country Application No. Filing Date

Schedule 9

Commercial Tort Claims

Loan Party Description of Commercial Tort Claims

Schedule 10

Deposit Accounts

Exhibit I

Loan Party

Depositary Institution

(including address)Type ofAccount Account Name and Number

Schedule 11

Securities and Commodities Accounts

Loan Party

Financial Institution

(including address) Type of Account Account Number

Schedule 12

Chattel Paper

Exhibit I

Loan Party Obligor Type (Tangible/Electronic) Due DateOutstanding Principal

Amount

EXHIBIT J

[FORM OF]SUPPLEMENTAL PERFECTION CERTIFICATE

[date]

Reference is made to the Credit Agreement dated as of March 25, 2016 (as amended, supplemented or otherwisemodified from time to time, the “ Credit Agreement ”), among GoPro, Inc., a Delaware corporation (the “ Company ”), GoProCoöperatief U.A., the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in suchcapacity, the “ Administrative Agent ”). Capitalized terms used but not otherwise defined herein shall have the meanings specifiedtherefor in the Credit Agreement.

This Supplemental Perfection Certificate is delivered pursuant to Section 5.01(g) of the Credit Agreement (thiscertificate and each other Supplemental Perfection Certificate heretofore delivered pursuant to Section 5.01(g) of the CreditAgreement being referred to as a “ Supplemental Perfection Certificate ”), and supplements the information set forth in thePerfection Certificate delivered on the Effective Date (as supplemented from time to time by the Supplemental PerfectionCertificates delivered after the Effective Date and prior to the date hereof, the “ Prior Perfection Certificate ”).

The undersigned, a Financial Officer of the Company, solely in [his/her] capacity as an officer, and not individually,hereby certifies to the Administrative Agent as follows:

SECTION 1. Legal Names . Schedule 1 sets forth the exact legal name of each Loan Party, as such name appears inits certificate of formation, incorporation or organization, as applicable, and indicates changes, if any, in the foregoing informationcompared to the information set forth on Schedule 1 of the Prior Perfection Certificate.

SECTION 2. Jurisdictions and Locations . (a) Schedule 2A sets forth (i) the jurisdiction of formation, incorporation ororganization, as applicable, and the form of organization of each Loan Party,

(ii) the organizational identification or registration number, if any, assigned to such Loan Party by such jurisdiction and the Federaltaxpayer identification number of such Loan Party and (iii) the address (including the county) of the chief executive office of suchLoan Party, and indicates changes, if any, in the foregoing information compared to the information set forth on Schedule 2A of thePrior Perfection Certificate.

(b) Schedule 2B sets forth, with respect to each Loan Party, (i) all locations where such Loan Party maintains anyInventory, including all warehouses and distribution or fulfillment centers (but other than any Inventory in transit with a commoncarrier), indicating whether each such location is owned or leased by such Loan Party, and (ii) the name and address of any Person

(whether in the United States, the Netherlands or any other jurisdiction) other than a Loan Party that has possession of any Inventoryor other Collateral (including any freight forwarder or customs broker, but excluding any common carrier that has possession ofInventory solely while it is in transit), and indicates changes, if any, in the foregoing information compared to the information setforth on Schedule 2B of the Prior Perfection Certificate.

SECTION 3. [Reserved].



SECTION 6. Equity Interests . Schedule 6 sets forth a true and complete list, for each Loan Party, of all the stock,partnership interests, limited liability company membership interests or other Equity Interests owned by such Loan Party, specifyingthe issuer and certificate number of, and the number and percentage of ownership represented by, such Equity Interests, and indicateschanges, if any, in the foregoing information compared to the information set forth on Schedule 6 of the Prior Perfection Certificate.

SECTION 7. Debt Instruments . Schedule 7 sets forth a true and complete list, for each Loan Party, of all promissorynotes and other evidence of Indebtedness evidencing (a) Indebtedness owing by the Borrower or any Subsidiary to such Loan Partyand (b) Indebtedness of any other Person in the principal amount of US$500,000 or more held by such Loan Party, specifying thecreditor and debtor thereunder and the type and outstanding principal amount thereof, and indicates changes, if any, in the foregoinginformation compared to the information set forth on Schedule 7 of the Prior Perfection Certificate.

SECTION 8. Intellectual Property . Schedule 8 sets forth, in proper form for filing with the United States Patent andTrademark Office or the United States Copyright Office, as applicable, is a true and complete list of each Loan Party’s(a) Copyrights, Copyright Applications and exclusive Copyright Licenses (where a Loan Party is a licensee), (b) Patents and PatentApplications, (c) Trademarks and Trademark Applications, (d) Domain Names and (e) Mobile Applications, in each case specifyingthe name of the registered owner, title, type of mark, registration or application number, expiration date (if already registered) orfiling date, a brief description thereof and, if applicable, the licensee and licensor, and indicates changes, if any, in the foregoinginformation compared to the information set forth on Schedule 8 of the Prior Perfection Certificate.

SECTION 9. Commercial Tort Claims . Schedule 9 sets forth a true and complete list of commercial tort claims inexcess of US$1,000,000 held by any Loan Party, including a brief description thereof, and indicates changes, if any, in the foregoinginformation compared to the information set forth on Schedule 9 of the Prior Perfection Certificate.

SECTION 10. Deposit Accounts . Schedule 10 sets forth a true and complete list of all Deposit Accounts maintainedby each Loan Party, in each case specifying the name and address of the depositary

Exhibit I

institution, the type of account (including whether such Deposit Account is a collection account or a concentration account) and theaccount number, and indicates changes, if any, in the foregoing information compared to the information set forth on Schedule 10 ofthe Prior Perfection Certificate.

SECTION 11. Securities and Commodities Accounts . Schedule 11 sets forth a true and complete list of all securitiesand commodities accounts maintained by each Loan Party, specifying the name and address of the financial institution holding thesecurities account (including a securities intermediary or commodities intermediary), the type of account and the account number,and indicates changes, if any, in the foregoing information compared to the information set forth on Schedule 11 of the PriorPerfection Certificate.

SECTION 12. Chattel Paper . Schedule 12 sets forth a true and complete list, for each Loan Party, of all chattel paper(whether tangible or electronic), specifying the Loan Party and obligor thereunder, the type, the due date and outstanding principalamount thereof, and indicates changes, if any, in the foregoing information compared to the information set forth on Schedule 12 ofthe Prior Perfection Certificate.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have duly executed this Supplemental Perfection Certificate as of the datefirst set forth above.

GOPRO, INC.,By: ______________________________ Name: Title:

EXHIBIT K

[FORM OF] U.S. COLLATERAL AGREEMENT

U.S. COLLATERAL AGREEMENT dated as of March [ ], 2016 (this “ Agreement ”), amongGOPRO, INC., a Delaware corporation (the “ Company ”), the OTHER GRANTORS from time to time partyhereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Exhibit J

Reference is made to the Credit Agreement dated as of March 25, 2016 (as amended, restated, supplemented orotherwise modified from time to time, the “ Credit Agreement ”), among the Company, GoPro Coöperatief U.A., a Dutchcooperative with excluded liability, having its statutory seat in Amsterdam, the Netherlands, and registered with the trade register inthe Netherlands under number 61391743 (the “ Dutch Borrower ” and, together with the Company, the “ Borrowers ”), the Lendersparty thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. The Lenders and the Issuing Banks have agreed to extendcredit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders and theIssuing Banks to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. TheGrantors are, or are Affiliates of, the Borrowers, will derive substantial benefits from the extension of credit to the Borrowerspursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders and theIssuing Banks to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. (a) Each capitalized term used but not defined herein shall have the meaningspecified in the Credit Agreement; provided that each term defined in the New York UCC (as defined herein) and not defined in thisAgreement shall have the meaning specified in the UCC. The term “instrument” shall have the meaning specified in Article 9 of theNew York UCC.

(b) The rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Agreement, mutatismutandis .

SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specifiedbelow:

“ Account Debtor ” means any Person that is or may become obligated to any Grantor under, with respect to or onaccount of an Account or a Payment Intangible.

“ Agreement ” has the meaning set forth in the preamble hereto.

“ Article 9 Collateral ” has the meaning set forth in Section 3.01.


“ Borrowers ” has the meaning set forth in the recitals hereto.

“ Cayman Guarantor ” means Woodman Labs Cayman, Inc., a Cayman Islands exempted company incorporated withlimited liability.

“ Collateral ” means Article 9 Collateral and Pledged Collateral.

“ Companies Law ” has the meaning set forth in Section 2.02(e).

“ Copyright License ” means any written agreement, now or hereafter in effect, granting to any Person any right underany Copyright now or hereafter owned by any other Person or that such other Person otherwise has the right to license, and all rightsof any such Person under any such agreement.

Exhibit K

“ Copyrights ” means, with respect to any Person, all of the following now owned or hereafter acquired by suchPerson: (a) all copyright rights in any work subject to the copyright laws of the United States of America or any other country or anypolitical subdivision thereof, whether as author, assignee, transferee or otherwise, (b) all registrations and applications forregistration of any such copyright in the United States of America or any other country, including registrations, recordings,supplemental registrations, pending applications for registration, and renewals in the United States Copyright Office (or any similaroffice in any other country or any political subdivision thereof), including, in the case of any Grantor, any of the foregoing set forthunder its name on Schedule III, and (c) any other adjacent or other rights related or appurtenant to the foregoing, including moralrights.

“ Credit Agreement ” has the meaning set forth in the recitals hereto.

“ Dutch Borrower ” has the meaning set forth in the recitals hereto.

“ Excluded Equity Interests ” has the meaning set forth in Section 2.01.

“ Excluded Property ” has the meaning set forth in the Credit Agreement.

“ Federal Securities Laws ” has the meaning set forth in Section 4.04.

“ Grantors ” means the Company, Subsidiaries identified as such on Schedule I hereto and each other Subsidiary thatbecomes a party to this Agreement as a Grantor after the Effective Date pursuant to Section 5.14; provided that if a Subsidiary isreleased from its obligations as a Grantor hereunder as provided in Section 5.13, such Subsidiary shall cease to be a Grantorhereunder effective upon such release.

“ Intellectual Property ” means, with respect to any Person, all intellectual and similar property of every kind andnature now owned or hereafter acquired by such Person, including inventions, designs, utility models, Patents, Copyrights, Licenses,Trademarks, trade secrets, domain names, mobile applications, confidential or proprietary technical and business information,know‑how, show‑how or other data or information, software and databases and all embodiments or fixations thereof andapplications therefor and related documentation, registrations and franchises, and all additions, improvements and accessions to, andbooks and records describing or used in connection with, any of the foregoing.

“ Intellectual Property License ” means any Patent License, Trademark License, Copyright License or other license orsublicense agreement to which any Grantor is a party, including, in the case of any Grantor, any of the foregoing set forth next to itsname on Schedule III.

“ Inventory Related Intellectual Property ” means (a) the domain name and website www.gopro.com and any otherdomain name and website, whether currently existing or hereafter acquired, developed or established, at any time used by theCompany or any Subsidiary to sell, market or provide information to end-users with respect to any Inventory of any Grantor, and allsoftware and Copyrights relating to the content and function of any such website, (b) all mobile apps of the Company or anySubsidiary relating to any Inventory of any Grantor (including any such apps used to register, utilize or receive updates with respectto any such Inventory), and all software and Copyrights relating to such mobile apps, (c) any database relating to any Inventory ofany Grantor, and all software and Copyrights relating to any such database, and (d) all Copyrights relating to any marketingmaterials of the Company or any Subsidiary relating to any Inventory of any Grantor.

“ Loan Document Obligations ” has the meaning set forth in the Credit Agreement.

Exhibit K

“ Loan Parties ” means the Borrowers and the Grantors.

“ New York UCC ” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“ Non-U.S. Subsidiary Grantors ” means the Dutch Borrower and each other Grantor that is a CFC or a CFC HoldingCompany.

“ Patent License ” means any written agreement, now or hereafter in effect, granting to any Person any right to make,use or sell any invention on which a Patent, now or hereafter owned by any other Person or that any other Person now or hereafterotherwise has the right to license, is in existence, and all rights of any such Person under any such agreement.

“ Patents ” mean, with respect to any Person, all of the following now owned or hereafter acquired by such Person:(a) all letters patent of the United States of America or the equivalent thereof in any other country, all registrations and recordingsthereof and all applications for letters patent of the United States of America or the equivalent thereof in any other country or anypolitical subdivision thereof, including registrations, recordings and pending applications in the United States Patent and TrademarkOffice or any similar offices in any other country or any political subdivision thereof, including, in the case of any Grantor, any ofthe foregoing set forth under its name on Schedule III, and (b) all reissues, continuations, divisionals, continuations-in-part,reexaminations, supplemental examinations, inter partes reviews, renewals, adjustments or extensions thereof, and the inventionsdisclosed or claimed therein, including the right to make, have made, use, sell, offer to sell, import or export the inventions disclosedor claimed therein.

“ Perfection Certificate ” means the Perfection Certificate dated the Effective Date delivered to the AdministrativeAgent pursuant to Section 4.01(f) of the Credit Agreement.

“ Pledged Collateral ” has the meaning set forth in Section 2.01.

“ Pledged Debt Securities ” has the meaning set forth in Section 2.01

“ Pledged Equity Interests ” has the meaning set forth in Section 2.01.

“ Pledged Securities ” means any promissory notes, stock certificates, unit certificates, limited or unlimited liabilitymembership interest certificates, share certificates or other securities now or hereafter included in the Pledged Collateral, includingall certificates, instruments or other documents representing or evidencing any Pledged Collateral.

“ Secured Cash Management Services Obligations ” has the meaning set forth in the Credit Agreement.

“ Secured Hedging Obligations ” has the meaning set forth in the Credit Agreement.

“ Secured Obligations ” means (a) all the Loan Document Obligations, (b) all the Secured Cash Management ServicesObligations and (c) all the Secured Hedging Obligations; provided that, when such term is used in reference to (i) the DutchBorrower or any other Non-U.S. Subsidiary Grantor, it shall not include any Loan Document Obligations of the Company or anyU.S. Subsidiary Grantor or any Secured Cash Management Services Obligations or Secured Hedging Obligations of the Company orany Subsidiary that is not a CFC or a CFC Holding Company and (ii) any Subsidiary Grantor, it shall not include any ExcludedSwap Obligations.

Exhibit K

“ Secured Parties ” means (a) the Administrative Agent, (b) the Arranger, (c) each Lender, (d) each Issuing Bank, (e)each Cash Management Services Provider holding any Secured Cash Management Services Obligations, (f) each counterparty to anyHedging Agreement holding any Secured Hedging Obligations, (g) the beneficiaries of each indemnification obligation undertakenby any Loan Party under any Loan Document and (h) the successors and assigns of each of the foregoing.

“ Security Interest ” has the meaning set forth in Section 3.01(a).

“ Subsidiary Grantor ” means any Grantor that is a Subsidiary of the Company.

“ Supplement ” means an instrument in the form of Exhibit I hereto, or any other form approved by theAdministrative Agent, and in each case reasonably satisfactory to the Administrative Agent.

“ Trademark License ” means any written agreement, now or hereafter in effect, granting to any Person any right touse any Trademark now or hereafter owned by any other Person or that any other Person otherwise has the right to license, and allrights of any such Person under any such agreement.

“ Trademarks ” means, with respect to any Person, all of the following now owned or hereafter acquired by suchPerson: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names,trade styles, trade dress, logos, domain names, global top level domain names, other source or business identifiers, designs andgeneral intangibles of like nature, all registrations and recordings thereof, and all registration and recording applications filed inconnection therewith, including registrations and registration applications in the United States Patent and Trademark Office or anysimilar office in any State of the United States of America or any other country or any political subdivision thereof, all extensions orrenewals thereof, and all common law rights related thereto, including, in the case of any Grantor, any of the foregoing set forthunder its name on Schedule III, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights andinterests that uniquely reflect or embody such goodwill.

“ UCC ” means the Code as New York UCC; provided that if by reason of mandatory provisions of law, theperfection, the effect of perfection or non-perfection or priority of a security interest is governed by the personal property securitylaws of any jurisdiction other than New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time,in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for the definitions related tosuch provisions.

“ U.S. Copyright Security Agreement ” means the U.S. Copyright Security Agreement substantially in the form ofExhibit II.

“ U.S. Grantors ” means the Company and each Subsidiary Grantor that is not a CFC or a CFC Holding Company.

“ U.S. IP Security Agreements ” means the U.S. Copyright Security Agreement, the U.S. Patent Security Agreementand the U.S. Trademark Security Agreement.

“ U.S. Patent and Trademark Security Agreement ” means the U.S. Patent and Trademark Security Agreementsubstantially in the form of Exhibit III.

Exhibit K

ARTICLE II

Pledge of Securities

SECTION 2.01. Pledge. As security for the payment and performance in full of the Secured Obligations, each Grantorhereby assigns, charges and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties,and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in,all of such Grantor’s right, title and interest in, to and under (a)(i) the shares of capital stock and other Equity Interests now owned orat any time hereafter acquired by such Grantor, including those set forth opposite the name of such Grantor on Schedule II, and(ii) all certificates and any other instruments representing all such Equity Interests (collectively, the “ Pledged Equity Interests ”);provided that the Pledged Equity Interests shall not include (A) solely with respect to the assignment, charge and pledge thereof, andcreation of a security interest therein, by any U.S. Grantor (but not, for the avoidance of doubt, any Non-U.S. Subsidiary Grantor) tosecure any Secured Obligation of any Person that is not a CFC or a CFC Holding Company (other than any Guarantee by theCompany or any other Grantor of any Secured Obligations of any CFC or CFC Holding Company), more than 65% of theoutstanding voting Equity Interests in any CFC or CFC Holding Company or (B) any of the foregoing assets if, to the extent and forso long as it is an Excluded Property (it being understood that the foregoing assignment, charge, pledge and security interest shallimmediately attach to, and Pledged Equity Interests shall immediately include, any such asset (or any portion thereof) upon suchasset (or such portion thereof) ceasing to be an Excluded Property) (the Equity Interests so excluded pursuant to this proviso beingcollectively referred to herein as the “ Excluded Equity Interests ”); (b)(i) the debt securities now owned or at any time hereafteracquired by such Grantor, including those set forth opposite the name of such Grantor on Schedule II, and (ii) all promissory notesand other instruments evidencing all such debt securities (the assets under clauses (i) and (ii), collectively, the “ Pledged DebtSecurities ”); (c) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of thisSection 2.01 and Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments andother property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversionof, and all other Proceeds received in respect of, the Pledged Equity Interests and the Pledged Debt Securities; (e) subject toSection 2.06, all rights and privileges of such Grantor with respect to the securities, instruments and other property referred to inclauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) abovebeing collectively referred to as the “ Pledged Collateral ”).

SECTION 2.02. Delivery of the Pledged Collateral. (a) Each Grantor agrees to deliver or cause to be delivered to theAdministrative Agent any and all Pledged Securities (other than (i) Pledged Securities (other than those issued by a Subsidiary) thatare publicly traded securities subject to a depositary such as DTC, or otherwise held through a securities intermediary in a securitiesaccount with respect to which such Grantor has complied with Section 3.04(c) and (ii) Permitted Investments) (A) on the date hereof,in the case of any such Pledged Securities owned by such Grantor on the date hereof, and (B) promptly after the acquisition thereof(and, in any event, as required under the Credit Agreement), in the case of any such Pledged Securities (other than promissory notes)acquired by such Grantor after the date hereof; provided that no Grantor shall be required to deliver to the Administrative Agent anyPledged Securities representing Equity Interests in any Subsidiary that is not a Material Subsidiary.

(b) Each Grantor will cause all Indebtedness for borrowed money owed to such Grantor by the Company, the DutchBorrower or any other Subsidiary to be evidenced by a duly executed promissory note that is delivered to the Administrative Agent(i) on the date hereof, in the case of any such promissory note existing on the date hereof, and (ii) promptly after the acquisitionthereof (and, in any event, as required

Exhibit K

under the Credit Agreement), in the case of any such promissory note acquired by such Grantor after the date hereof.

(c) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock ornote powers, as applicable, duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonablysatisfactory to the Administrative Agent duly executed by the applicable Grantor in blank and by such other instruments anddocuments as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateralshall be accompanied by undated instruments of transfer duly executed by the applicable Grantor in blank and such other instrumentsand documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities after the date hereof shallbe accompanied by a schedule describing such Pledged Securities, provided that failure to attach any such schedule hereto shall notaffect the validity of the pledge of any Pledged Securities.

(d) On the date hereof, the Cayman Guarantor shall deliver, or cause to be delivered, to the Administrative Agentexecuted but undated letters of resignation and release together with letters of authority, each in the form set out in Exhibit IV hereto,for each of the directors of the Cayman Guarantor.

(e) The Cayman Guarantor shall, promptly after the date hereof, instruct its registered office provider to enterparticulars as required by the Companies Law (as amended) of the Cayman Islands (the “ Companies Law ”) of the security interestscreated pursuant to this Agreement in the register of mortgages and charges (“ Register of Mortgages and Charges ”) maintained byit in accordance with section 54 of the Companies Law and, promptly after entry of such particulars has been made, provide theAdministrative Agent with a certified true copy of the updated Register of Mortgages and Charges.

(f) The Cayman Guarantor shall, promptly after the date hereof, procure that the following notation be entered on theregister of members of the Cayman Guarantor (the “ Register of Members ”) maintained by it in accordance with the CompaniesLaw: “ 65 ordinary shares number 1-65 issued as fully paid up and registered in the name of GoPro, Inc. are charged in favour ofJPMorgan Chase Bank, N.A., pursuant to the U.S. Collateral Agreement dated as of March [ ] 2016 (as it may be amended, restated,supplemented or otherwise modified from time to time, the “U.S. Collateral Agreement”), to secure all the Secured Obligations; and35 ordinary shares numbered 66-100 issued as fully paid up and registered in the in the name of GoPro, Inc. are charged in favourof JPMorgan Chase Bank, N.A., pursuant to the U.S. Collateral Agreement to secure certain of the Secured Obligations as specifiedin the U.S. Collateral Agreement ”.

(g) The Cayman Guarantor shall, promptly after the date hereof, provide the Administrative Agent with a certifiedtrue copy of the Register of Members with the notation referred to in paragraph (f) of this Section.

SECTION 2.03. Representations and Warranties. The Grantors represent and warrant to the Administrative Agent, forthe benefit of the Secured Parties, that:

(a) Schedule II sets forth, as of the Effective Date, a true and complete list with respect to each Grantor of (i) all thePledged Equity Interests owned by such Grantor and the percentage of the issued and outstanding units of each class of the EquityInterests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged DebtSecurities owned by such Grantor;

(b) With respect to Pledged Equity Interests and Pledged Debt Securities issued by the Company or any Subsidiary,such Pledged Equity Interests and Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereofand (i) in the case of Pledged Equity Interests, are fully

Exhibit K

paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof,subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and togeneral principles of equity, regardless of whether considered in a proceeding in equity or at law;

(c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors(i) is and, subject to any transfers or dispositions made in compliance with the Credit Agreement, will continue to be the directowner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor and (ii) will defendits title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other LoanDocuments and other Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Personswhomsoever;

(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally and byapplicable local law in the case of Equity Interests in any Non-U.S. Subsidiary, and, in the case of clause (ii), except for limitationsexisting as of the Effective Date in the articles or certificate of incorporation, bylaws or other organizational or constitutionaldocuments of any Subsidiary, (i) the Pledged Collateral is and will continue to be freely transferable and assignable and (ii) none ofthe Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisionsor contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateralhereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedieshereunder;

(e) each of the Grantors has the power and authority to pledge or charge the Pledged Collateral pledged or charged byit hereunder in the manner hereby done or contemplated;

(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person is or will berequired for the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);

(g) subject to applicable local law in the case of Equity Interests in any Non-U.S. Subsidiary, by virtue of theexecution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent inaccordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected first priority lien upon andsecurity interest in such Pledged Securities (subject to Liens permitted pursuant to the Credit Agreement), as security for thepayment and performance of the Secured Obligations; and

(h) subject to applicable local law in the case of any Equity Interests in any Non-U.S. Subsidiary, the pledge or chargeeffected hereby is effective to vest in the Administrative Agent, for the benefit of the Secured Parties, the rights of theAdministrative Agent in the Pledged Collateral as set forth herein.

SECTION 2.04. Certification of Limited Liability Company and Limited Partnership Interests. Subject to applicablelocal law in the case of Equity Interests in any Non-U.S. Subsidiary, each Grantor acknowledges and agrees that (a) to the extent anyinterest in any limited liability company, exempted company or limited partnership controlled now or in the future by such Grantor(or by such Grantor and one or more other Loan Parties) and pledged or charged hereunder is a “security” within the meaning ofArticle 8 of the UCC and is governed by Article 8 of the UCC, such interest shall be certificated, and such certificates shall bedelivered to the Administrative Agent in accordance with Section 2.02(a), and (b) each such interest shall at all times hereaftercontinue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect toany interest in any limited liability company, exempted

Exhibit K

company or limited partnership controlled now or in the future by such Grantor (or by such Grantor and one or more other LoanParties) and pledged hereunder or charged that is not a “security” within the meaning of Article 8 of the New York UCC, the termsof such interest shall at no time provide that such interest is a “security” within the meaning of Article 8 of the UCC, nor shall suchinterest be represented by a certificate, unless such Grantor provides prior written notification to the Administrative Agent that theterms of such interest so provide that such interest is a “security” within the meaning of Article 8 of the UCC and such interest isthereafter represented by a certificate, and such certificate shall be delivered to the Administrative Agent in accordance with Section2.02(a).

SECTION 2.05. Registration in Nominee Name; Denominations. The Administrative Agent, on behalf of the SecuredParties, shall have the right (in its discretion) to hold the Pledged Securities in the name of the applicable Grantor, endorsed orassigned in blank or in favor of the Administrative Agent or, if an Event of Default shall have occurred and be continuing, in its ownname as pledgee or chargee, or in the name of its nominee (as pledgee or chargee, or as sub-agent). If an Event of Default shall haveoccurred and be continuing, the Administrative Agent shall at all times have the right to exchange the certificates representingPledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

SECTION 2.06. Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurredand be continuing and, other than in the case of an Event of Default under clause (h) or (i) of Article VII of the Credit Agreement,the Administrative Agent shall have notified the Grantors that their rights under this Section 2.06 are being suspended:

(i) each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuringto an owner of Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the CreditAgreement and the other Loan Documents;

(ii) the Administrative Agent shall promptly execute and deliver to each Grantor, or cause to be promptlyexecuted and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor mayreasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it isentitled to exercise pursuant to paragraph (a)(i) of this Section; and

(iii) each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and otherdistributions paid on or distributed in respect of the Pledged Collateral to the extent and only to the extent that suchdividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordancewith, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws; provided that anynoncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged DebtSecurities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of theissuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof,or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party orotherwise, shall be and become part of the Pledged Collateral and, if received by any Grantor and required to be delivered tothe Administrative Agent hereunder, shall not be commingled by such Grantor with any of its other funds or property butshall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent and the otherSecured Parties and shall be forthwith delivered to the

Exhibit K

Administrative Agent in the same form as so received (with any endorsements, stock or note powers and other instruments oftransfer reasonably requested by the Administrative Agent).

(b) Upon the occurrence and during the continuance of an Event of Default and, other than in the case of an Event ofDefault under clause (h) or (i) of Article VII of the Credit Agreement, after the Administrative Agent shall have notified the Grantorsof the suspension of their rights under paragraph (a)(iii) of this Section 2.06, all rights of any Grantor to dividends, interest, principalor other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and allsuch rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority toreceive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributionsreceived by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the AdministrativeAgent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwithdelivered to the Administrative Agent upon demand in the same form as so received (with any endorsements, stock or note powersand other instruments of transfer reasonably requested by the Administrative Agent). Any and all money and other property paidover to or received by the Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by theAdministrative Agent in an account to be established by the Administrative Agent upon receipt of such money or other property,shall be held as security for the payment and performance of the Secured Obligations and shall be applied in accordance with theprovisions of Section 4.02. After all Events of Default have been cured or waived and the Company has delivered to theAdministrative Agent a certificate of a Financial Officer of the Company to that effect, the Administrative Agent shall promptlyrepay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise bepermitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default and, other than in the case of an Event ofDefault under clause (h) or (i) of Article VII of the Credit Agreement, after the Administrative Agent shall have notified the Grantorsof the suspension of their rights under paragraph (a)(i) of this Section 2.06, all rights of any Grantor to exercise the voting andconsensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of theAdministrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested inthe Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rightsand powers; provided that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right fromtime to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After allEvents of Default have been cured or waived and the Company has delivered to the Administrative Agent a certificate of a FinancialOfficer of the Company to that effect, all rights vested in the Administrative Agent pursuant to this paragraph (c) shall cease, and theGrantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled toexercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Administrative Agent under paragraph (a)(ii) ofthis Section shall be in effect.

(d) Any notice given by the Administrative Agent to the Grantors suspending their rights under paragraph (a) of thisSection 2.06 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of theGrantors at the same or different times and (iii) may suspend the rights and powers of the Grantors under paragraph (a)(i) orparagraph (a)(iii) in part without suspending all such rights or powers (as specified by the Administrative Agent in its sole andabsolute discretion) and

Exhibit K

without waiving or otherwise affecting the Administrative Agent’s right to give additional notices from time to time suspendingother rights and powers so long as an Event of Default has occurred and is continuing.

ARTICLE III

Security Interests in Personal Property

SECTION 3.01. Security Interest. (a) As security for the payment and performance in full of the Secured Obligations,each Grantor hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a securityinterest (the “ Security Interest ”) in all right, title and interest in, to and under any and all of the following assets now owned or atany time hereafter acquired by such Grantor or in, to or under which such Grantor now has or at any time hereafter may acquire anyright, title or interest (collectively, the “ Article 9 Collateral ”):

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all cash and Deposit Accounts;

(iv) all Documents;

(v) all Equipment;

(vi) all General Intangibles, including (A) all Intellectual Property and (B) all right, title and interest in, to andunder Inventory Vendor Purchase Agreements and Intercompany Inventory Title Transfer Agreements;

(vii) all Inventory;

(viii) all other Goods;

(ix) all Instruments;

(x) all Investment Property;

(xi) all Letter-of-Credit Rights;

(xii) all Commercial Tort Claims described on Schedule IV, as such schedule may be supplemented from time totime pursuant to Section 3.02(e);

(xiii) all books and records pertaining to the Article 9 Collateral; and

(xiv) to the extent not otherwise included, all Proceeds (including all Proceeds (whether in the form of Inventoryor otherwise) of any right, title or interest in, to or under any Inventory Vendor Purchase Agreement or any IntercompanyInventory Title Transfer Agreement) and products of any and all of the foregoing and all collateral security and guaranteesgiven by any Person with respect to any of the foregoing;

provided (A) the Security Interest shall not attach to, and Article 9 Collateral shall not include, any Excluded Equity Interests (itbeing understood that, in the case of Excluded Equity Interests referred to in clause (A) of the definition of such term, this clause(A) shall not exclude from the Security Interest or Article 9 Collateral

Exhibit K

such Excluded Equity Interests to the extent they secure any Guarantee by the Company or any other Grantor of any SecuredObligations of any CFC or CFC Holding Company) and (B) if, to the extent and for so long as any asset is an Excluded Property, theSecurity Interest shall not attach to, and Article 9 Collateral shall not include, such asset (it being understood that the SecurityInterest shall immediately attach to, and Article 9 Collateral shall immediately include, any such asset (or any portion thereof) uponsuch asset (or such portion thereof) ceasing to be an Excluded Property).

(b) Each Grantor hereby irrevocably authorizes the Administrative Agent (or its designee) at any time and from timeto time to file in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral or any part thereof andamendments thereto that (i) describe the collateral covered thereby in any manner that the Administrative Agent reasonablydetermines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under thisAgreement, including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain theinformation required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction forthe filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization andany organizational identification number issued to such Grantor. Each Grantor agrees to provide the information required for anysuch filing to the Administrative Agent promptly upon request.

Each Grantor also ratifies its authorization for the Administrative Agent (or its designee) to file in any relevantjurisdiction any financing statements or amendments thereto with respect to the Article 9 Collateral or any part thereof naming anyGrantor as debtor or the Grantors as debtors and the Administrative Agent as secured party, if filed prior to the date hereof.

The Administrative Agent (or its designee) is further authorized by each Grantor to file with the United States Patentand Trademark Office or the United States Copyright Office (or any successor office or any similar office in any other country) suchdocuments as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing orprotecting the Security Interest granted by such Grantor, without the signature of any Grantor, and naming any Grantor or theGrantors as debtors and the Administrative Agent as secured party.

(c) The Security Interest and the security interest granted pursuant to Article II are granted as security only and shallnot subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of anyGrantor with respect to or arising out of the Collateral.

SECTION 3.02. Representations and Warranties. The Grantors represent and warrant to the Administrative Agent, forthe benefit of the Secured Parties, that:

(a) Each Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purportedto grant the Security Interest, except for Liens permitted under Section 6.02 of the Credit Agreement and defects that, individually orin the aggregate, do not materially detract from the value of the affected assets or materially interfere with the ordinary conduct of itsbusiness, and has full power and authority to grant to the Administrative Agent the Security Interest in such Article 9 Collateralpursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without theconsent or approval of any other Person other than any consent or approval that has been obtained and except to the extent thatfailure to obtain such consent or approval, individually or in the aggregate, could not reasonably be expected to result in a MaterialAdverse Effect.

(b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein,including the exact legal name and jurisdiction of organization of each Grantor,

Exhibit K

is correct and complete in all material respects as of the Effective Date. The Uniform Commercial Code financing statements orother appropriate filings, recordings or registrations prepared by the Administrative Agent based upon the information provided tothe Administrative Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified inSchedules 2A and 2B to the Perfection Certificate (or specified by notice from the Borrowers to the Administrative Agent after theEffective Date in the case of filings, recordings or registrations required by Section 5.04 or 5.14 of the Credit Agreement), are all thefilings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and theUnited States Copyright Office in order to perfect the Security Interest in Article 9 Collateral consisting of United States Patents,United States registered Trademarks (and Trademarks for which United States applications for registration are pending), UnitedStates registered Copyrights (and Copyrights for which United States applications for registration are pending) and United Statesexclusive Copyright Licenses with respect to United States registered copyrights (and Copyrights for which United Statesapplications for registration are pending), as of the Effective Date) that are necessary to publish notice of and protect the validity ofand to establish a legal, valid and perfected security interest in favor of the Administrative Agent (for the benefit of the SecuredParties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in theUnited States of America (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing,refiling, recording, rerecording, registration or reregistration is necessary with respect to any such Article 9 Collateral in any suchjurisdiction, except as provided under applicable law with respect to the filing of continuation statements. A U.S. Copyright SecurityAgreement and a U.S. Patent and Trademark Security Agreement, in each case containing a description of the Article 9 Collateralconsisting of United States Patents, United States registered Trademarks (and Trademarks for which United States applications forregistration are pending), United States registered Copyrights (and Copyrights for which United States applications for registrationare pending) and United States exclusive Copyright Licenses with respect to United States registered Copyrights (and Copyrights forwhich United States applications for registration are pending), as applicable, as of the Effective Date, and executed by each Grantorowning any such Article 9 Collateral, have been delivered to the Administrative Agent for recording with the United States Patentand Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 andthe regulations thereunder, as applicable, to protect the validity of and to establish a legal, valid and perfected security interest infavor of the Administrative Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral consisting of UnitedStates Patents, United States Trademarks, United States Copyrights and United States exclusive Copyright Licenses in which asecurity interest may be perfected by filing, recording or registration in the United States of America (or any political subdivisionthereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration orreregistration is necessary with respect to any such Article 9 Collateral (other than such actions as are necessary to perfect theSecurity Interest with respect to any Article 9 Collateral consisting of United States Patents, United States Trademarks, United StatesCopyrights and United States exclusive Copyright Licenses (or registration or recordation or application for registration orrecordation thereof) acquired or developed after the Effective Date).

(c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing thepayment and performance of the Secured Obligations, (ii) subject to the filings described in Section 3.02(b), a perfected securityinterest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financingstatement or analogous document in the United States of America (or any political subdivision thereof) and its territories andpossessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdictions and (iii) subject to the filingsdescribed in Section 3.02(b), a security interest that shall be perfected in all Article 9 Collateral in which a security interest may beperfected upon the receipt and recording of the applicable IP Security Agreement with the United States Patent and TrademarkOffice and the United States Copyright Office, as applicable.

Exhibit K

The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Liens permitted pursuant toSection 6.02 of the Credit Agreement that have priority as a matter of law.

(d) Schedule III sets forth, as of the Effective Date, a true and complete list, with respect to each Grantor, of (i) allPatents that have been granted by the United States Patent and Trademark Office and Patents for which United States applicationsare pending, (ii) all Copyrights that have been registered with the United States Copyright Office and Copyrights for which UnitedStates registration applications are pending, (iii) all Trademarks that have been registered with the United States Patent andTrademark Office and Trademarks for which United States registration applications are pending, and (iv) all exclusive CopyrightLicenses under which such Grantor is a licensee with respect to United States registered Copyrights (and Copyrights for whichUnited States applications for registration are pending), in each case specifying, true and completely the name of the registeredowner, title, type of mark, registration or application number, expiration date (if already registered) or filing date, a brief descriptionthereof and, if applicable, the licensee and licensor and the date of the license agreement.

(e) Schedule IV sets forth, as of the Effective Date, a true and complete list, with respect to each Grantor, of eachCommercial Tort Claim in respect of which a complaint or a counterclaim has been filed by such Grantor, seeking damages in anamount reasonably estimated to exceed US$1,000,000, including a summary description of such claim. In the event anySupplemental Perfection Certificate delivered pursuant to Section 5.01(g) of the Credit Agreement or any Supplement shall set forthany Commercial Tort Claim, Schedule IV shall be deemed to be supplemented to include the reference to such Commercial TortClaim (and the description thereof), in the same form as such reference and description are set forth on such Supplemental PerfectionCertificate or Supplement.

SECTION 3.03. Covenants. (a) Each Grantor shall, at its own expense, take any and all commercially reasonableactions necessary to defend title to the Article 9 Collateral against all Persons, except with respect to Article 9 Collateral that suchGrantor determines in its good faith business judgment is no longer necessary or beneficial to the conduct of such Grantor’sbusiness, and to defend the Security Interest of the Administrative Agent in Article 9 Collateral and the priority thereof against anyLien not permitted pursuant to Section 6.02 of the Credit Agreement, subject to the rights of such Grantor under Section 9.14 of theCredit Agreement and corresponding provisions of the Security Documents to obtain a release of the Liens created under theSecurity Documents.

(b) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all suchfurther instruments, financing statements, agreements and documents and take all such other actions as the Administrative Agentmay from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights andremedies created hereby, including the payment of any fees and Taxes required in connection with the execution and delivery of thisAgreement, the granting of the Security Interest and the filing and recording of any financing statements or other documents inconnection herewith or therewith. Each Grantor will provide to the Administrative Agent, from time to time upon request, evidencereasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be createdpursuant to this Agreement.

(c) Subject to the limitation on inspection rights and reimbursement obligations in the Credit Agreement, theAdministrative Agent and such Persons as the Administrative Agent may reasonably designate shall have the right, at the Grantors’own cost and expense, to inspect the Article 9 Collateral, all records related thereto (and to make extracts and copies from suchrecords) and the premises upon which any of the Article 9 Collateral is located and to verify under reasonable procedures theidentity, validity, amount, quality, quantity, value, condition, location and status of, or any other matter relating to, the Article 9Collateral,

Exhibit K

including, in the case of Accounts or Payment Intangibles or Article 9 Collateral in the possession of any third party by contactingAccount Debtors or the third party possessing such Article 9 Collateral for the purpose of making such a verification. TheAdministrative Agent shall have the absolute right to share any information it gains from such inspection or verification with anySecured Party (it being acknowledged that such Secured Party may be subject to confidentiality obligations with respect to suchinformation, including pursuant to Section 9.12 of the Credit Agreement).

(d) At its option, after the occurrence and during the continuance of an Event of Default, the Administrative Agentmay discharge past due Taxes, assessments, charges, fees and Liens at any time levied or placed on the Article 9 Collateral that arenot permitted by the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extentany Grantor fails to do so as required by the Credit Agreement, this Agreement or the other Loan Documents, and each Grantoragrees to reimburse the Administrative Agent on demand for any payment made or any expense incurred by the AdministrativeAgent pursuant to the foregoing authorization; provided that nothing in this paragraph shall be interpreted as excusing any Grantorfrom the performance of, or imposing any obligation on the Administrative Agent or any other Secured Party to cure or perform, anycovenants or other promises of any Grantor with respect to Taxes, assessments, charges, fees or Liens and maintenance as set forthherein or in the other Loan Documents.

(e) Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed andperformed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms andconditions thereof, and each Grantor agrees to indemnify and hold harmless the Administrative Agent and the Secured Parties fromand against any and all liability for such performance.

(f) None of the Grantors shall make or permit to be made any transfer of the Article 9 Collateral and each Grantorshall remain at all times in possession or control of the Article 9 Collateral owned by it, except that unless and until theAdministrative Agent shall notify the Grantors that an Event of Default shall have occurred and be continuing and that during thecontinuance thereof the Grantors shall not sell, convey, lease, assign, transfer or otherwise dispose of any Article 9 Collateral (whichnotice may be given by telephone if promptly confirmed in writing), the Grantors may use and dispose of the Article 9 Collateral inany lawful manner not inconsistent with the provisions of this Agreement, the Credit Agreement and the other Loan Documents.

(g) None of the Grantors will, without the Administrative Agent’s prior written consent, grant any extension of thetime of payment of any Accounts or Payment Intangibles included in the Article 9 Collateral, compromise, compound or settle thesame for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof or allow any credit ordiscount whatsoever thereon, other than extensions, compromises, settlements, releases, credits or discounts granted or made inaccordance with such prudent and standard practice as used in industries that are the same as or similar to those in which suchGrantor is engaged (as determined in good faith by such Grantor).

(h) The Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss ordamage to their assets in accordance with the requirements set forth in Section 5.08 of the Credit Agreement. Each Grantorirrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by theAdministrative Agent) as such Grantor’s true and lawful agent (and attorney‑in‑fact) for the purpose, upon the occurrence andduring the continuance of an Event of Default, of making, settling and adjusting claims in respect of Article 9 Collateral underpolicies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for

Exhibit K

the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that anyGrantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or to pay any premium inwhole or part relating thereto, the Administrative Agent may, without waiving or releasing any obligation or liability of the Grantorshereunder or any Event of Default, in its sole discretion, after the occurrence and during the continuance of an Event of Default,obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as theAdministrative Agent deems advisable. All sums disbursed by the Administrative Agent in connection with this paragraph, includingreasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantorsto the Administrative Agent and shall be additional Secured Obligations secured hereby.

SECTION 3.04. Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability ofthe Administrative Agent to enforce, the Security Interest, each Grantor agrees, in each case at such Grantor’s own expense, to takethe following actions with respect to the following Article 9 Collateral:

(a) Instruments and Tangible Chattel Paper. Without limiting each Grantor’s obligations under Article II, if anyGrantor shall at any time hold or acquire any Instruments (other than Instruments with a face amount of less thanUS$500,000) or Tangible Chattel Paper, such Grantor shall endorse, assign and deliver the same to the Administrative Agent(i) on the date hereof, in the case of any such Instruments or Tangible Chattel Paper owned by such Grantor on the datehereof, and (ii) promptly after the acquisition of any such Instruments or Tangible Chattel Paper, in each case accompaniedby such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to timereasonably request.

(b) Deposit Accounts . For each Deposit Account that any Grantor at any time opens or maintains, (i) such Grantorshall use commercially reasonable efforts to cause the depositary bank to agree to comply with instructions from theAdministrative Agent to such depositary bank directing the disposition of funds from time to time credited to such depositaccount, without further consent of such Grantor or any other Person, pursuant to an agreement reasonably satisfactory to theAdministrative Agent, and (ii) if any such depositary bank shall not reasonably promptly (and, in any event, within the timeperiods provided therefor in the Credit Agreement) so agree, such Grantor shall open or transfer, as applicable, and maintainsuch deposit account with or to such other depositary bank as shall agree to comply with such instructions pursuant to anagreement reasonably satisfactory to the Administrative Agent. The Administrative Agent agrees with each Grantor that theAdministrative Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor unless a CashDominion Period or an Event of Default has occurred and is continuing or, after giving effect to any withdrawal would occuror the Administrative Agent is otherwise expressly permitted to do so pursuant to the Credit Agreement. The provisions ofthis paragraph shall not apply to (i) any Deposit Account for which any Grantor, the depositary bank and the AdministrativeAgent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and theAdministrative Agent for the specific purpose set forth therein and (ii) Excluded Deposit Accounts.

(c) Investment Property. Without limiting each Grantor’s obligations under Article II, if any securities now orhereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuerthereof, such Grantor shall promptly notify the Administrative Agent thereof and, at the Administrative Agent’s request andoption, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i) causethe issuer to agree

Exhibit K

to comply with instructions from the Administrative Agent as to such securities, without further consent of any Grantor orsuch nominee, or (ii) arrange for the Administrative Agent to become the registered owner of the securities; provided that theprovisions of this sentence shall not apply to any Equity Interests in any Subsidiary that is not a Material Subsidiary or anysecurities the principal amount or value of which does not exceed US$500,000. If any securities, whether certificated oruncertificated, or other Investment Property now or hereafter acquired by any Grantor are held by such Grantor or itsnominee through a securities intermediary or commodity intermediary, such Grantor shall promptly notify the AdministrativeAgent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substancereasonably satisfactory to the Administrative Agent, either (A) use commercially reasonable efforts to cause such securitiesintermediary or commodity intermediary, as the case may be, to agree to comply with entitlement orders or other instructionsfrom the Administrative Agent to such securities intermediary as to such security entitlements or to apply any valuedistributed on account of any commodity contract as directed by the Administrative Agent to such commodity intermediary,as the case may be, in each case without further consent of any Grantor, such nominee or any other Person; provided that ifany such securities intermediary or commodity intermediary, as the case may be, shall not reasonably promptly (and, in anyevent, within the time periods provided therefor in the Credit Agreement) so agree, such Grantor shall transfer and maintainsuch securities or such other investment property to and with such other securities intermediary or commodity intermediary,as the case may be, as shall agree to comply with such instructions, or (B) in the case of Financial Assets or other InvestmentProperty held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder withrespect to such Investment Property, with the Grantor being permitted, only with the consent of the Administrative Agent, toexercise rights to withdraw or otherwise deal with such Investment Property. The Administrative Agent agrees with each ofthe Grantors that the Administrative Agent shall not give any such entitlement orders or instructions or directions to any suchissuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of anywithdrawal or dealing rights by any Grantor, unless an Event of Default or a Cash Dominion Period has occurred and iscontinuing, or, after giving effect to any such investment and withdrawal rights, would occur or the Administrative Agent isotherwise permitted to do so pursuant to the Credit Agreement. The provisions of this paragraph shall not apply to FinancialAssets or other Investment Property credited to Excluded Securities Accounts.

SECTION 3.05. Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor acknowledgesthat the existence, accuracy, completeness, maintenance, operation and availability (including for download by users) of theInventory Related Intellectual Property in the form and manner used by the Loan Parties to conduct their business (including as tothe servers and storage through which the Inventory Related Intellectual Property is processed and stored) is necessary or useful inorder for the Administrative Agent, on behalf of the Secured Parties, to enforce rights and remedies with respect to, and to sell,transfer or otherwise dispose of, certain of the Inventory, and agrees that (i) such Grantor shall cooperate with the Lenders in theirefforts to preserve the existence, accuracy, completeness, maintenance, operation and availability of the Inventory RelatedIntellectual Property in the form and manner used by the Grantors to conduct their business (including as to the servers and storagethrough which the Inventory Related Intellectual Property is processed and stored), and shall not take any action that is inconsistentwith the foregoing or that otherwise impairs the value of the Inventory Related Intellectual Property to the Lenders, and (ii) suchGrantor shall preserve the existence, maintain, keep in operation and make available the Inventory Related Intellectual Property(including the servers and storage through which the Inventory Related Intellectual Property is processed and stored).

Exhibit K

(b) Upon the occurrence and during the continuance of an Event of Default, each Grantor shall, upon request of theAdministrative Agent, use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of eachCopyright License, Patent License or Trademark License under which such Grantor is a licensee to effect the assignment of all suchGrantor’s right, title and interest thereunder to the Administrative Agent or its designee.

ARTICLE IV

Remedies

SECTION 4.01. Remedies upon Default. Upon the occurrence and during the continuance of an Event of Default,each Grantor agrees to deliver each item of Collateral to the Administrative Agent on demand, and it is agreed that upon theoccurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right to take any of or all thefollowing actions at the same or different times: (a) with respect to any Article 9 Collateral consisting of Intellectual Property, ondemand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral bythe applicable Grantors to the Administrative Agent, or to license or sublicense, whether general, special or otherwise, and whetheron an exclusive or nonexclusive basis, any such Article 9 Collateral throughout the world on such terms and conditions and in suchmanner as the Administrative Agent shall determine (other than in violation of any then‑existing licensing arrangements to the extentthat waivers cannot be obtained), and (b) with or without legal process and with or without prior notice or demand for performance,to take possession of the Article 9 Collateral and without liability for trespass to enter any premises where the Article 9 Collateralmay be located for the purpose of taking possession of or removing the Article 9 Collateral and, generally, to exercise any and allrights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality ofthe foregoing, each Grantor agrees that upon the occurrence and during the continuance of an Event of Default, the AdministrativeAgent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part ofthe Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for futuredelivery as the Administrative Agent shall deem appropriate. The Administrative Agent shall be authorized at any such sale ofsecurities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agreethat they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof,and upon consummation of any such sale the Administrative Agent shall have the right to assign, transfer and deliver to thepurchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property soldabsolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law)all rights of redemption, stay and appraisal that such Grantor now has or may at any time in the future have under any rule of law orstatute now existing or hereafter enacted.

The Administrative Agent shall give the applicable Grantors 10 Business Days’ prior written notice (which eachGrantor agrees is reasonable notice within the meaning of Section 9‑611 of the New York UCC or its equivalent in otherjurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shallstate the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board orexchange at which such sale is to be made and the day on which the Collateral or portion thereof, will first be offered for sale at suchboard or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place orplaces as the Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, but only during thecontinuance of an Event of Default, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separateparcels, as the Administrative Agent may (in

Exhibit K

its sole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if itshall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The AdministrativeAgent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time byannouncement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to whichthe same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateralso sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but theAdministrative Agent and the other Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail totake up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. In theevent of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition,the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or otherdisposition, and the Administrative Agent, at the direction of the Required Lenders, as agent for and representative of the SecuredParties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwiseagree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or anyportion of the Collateral sold at any such public sale, to use and apply any of the Loan Document Obligations as a credit on accountof the purchase price for any Collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or otherdisposition. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof that is entered into during thecontinuance of an Event of Default shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such salepursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto,notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shallhave been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred uponit, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral orany portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceedingby a court‑appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to thecommercially reasonable standards as provided in Section 9‑610(b) of the New York UCC or its equivalent in other jurisdictions.

SECTION 4.02. Application of Proceeds. The Administrative Agent shall apply the proceeds of any collection, sale,foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, in accordance with Section 2.17(b)of the Credit Agreement. The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds,moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Administrative Agent (including pursuantto a power of sale granted by statute or under a judicial proceeding), the receipt of the Administrative Agent or of the officer makingthe sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shallnot be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer orbe answerable in any way for the misapplication thereof. The Grantors shall remain liable for any deficiency if the proceeds of anysale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expensesincurred by Administrative Agent or any other Secured Party to collect such deficiency.

SECTION 4.03. Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agentto exercise rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercisesuch rights and remedies, each Grantor hereby grants to the Administrative Agent an irrevocable nonexclusive license (exercisablewithout payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Article 9 Collateral

Exhibit K

consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, andincluding in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to allcomputer software and programs used for the compilation or printout thereof, the right to prosecute and maintain all IntellectualProperty and the right to sue for infringement of the Intellectual Property. Upon the occurrence and during the continuance of anEvent of Default, each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain theIntellectual Property or sue for infringement of the Intellectual Property. The use of such license by the Administrative Agent may beexercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default;provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall bebinding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that, uponthe occurrence and during the continuance of an Event of Default, the Administrative Agent may sell any of such Grantor’sInventory directly to any Person, including Persons that have previously purchased the Grantor’s Inventory from such Grantor, andin connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventorythat bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by orlicensed to such Grantor, and the Administrative Agent may finish any work in process and affix any Trademark owned by orlicensed to such Grantor and sell such Inventory as provided herein.

SECTION 4.04. Securities Act. In view of the position of the Grantors in relation to the Pledged Collateral, orbecause of other current or future circumstances, a question may arise under the Securities Act of 1933 as now or hereafter in effector any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time ineffect being called the “ Federal Securities Laws ”) with respect to any disposition of the Pledged Collateral permitted hereunder.Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of theAdministrative Agent if the Administrative Agent were to attempt to dispose of all or any part of the Pledged Collateral, and mightalso limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same.Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent in any attempt to dispose of all orpart of the Pledged Collateral under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect.Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent may, with respect to any sale ofthe Pledged Collateral, and shall be authorized to, limit the purchasers to those who will agree, among other things, to acquire suchPledged Collateral for their own account for investment, and not with a view to the distribution or resale thereof, and uponconsummation of any such sale may assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold.Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole andabsolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering suchPledged Collateral or part thereof shall have been filed under the Federal Securities Laws or, to the extent applicable, Blue Sky orother state securities laws and (b) may approach and negotiate with a limited number of potential purchasers (including a singlepotential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and otherterms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, theAdministrative Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that theAdministrative Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances,notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until afterregistration as aforesaid or if more than a limited number of potential purchasers (or a single purchaser) were approached. Theprovisions of this Section 4.04

Exhibit K

will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceedsubstantially the price at which the Administrative Agent sells.

ARTICLE V

Miscellaneous

SECTION 5.01. Notices. All notices and other communications hereunder shall (except as otherwise expresslypermitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and noticeshereunder to any Subsidiary Grantor shall be given to it in care of the Company as provided in Section 9.01 of the Credit Agreement.

SECTION 5.02. Waivers; Amendment. (a) No failure or delay by the Administrative Agent, any Issuing Bank or anyLender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall anysingle or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power,preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of theAdministrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are notexclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to anydeparture by any Grantor herefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section,and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Withoutlimiting the generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or the issuance of aLetter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or anyIssuing Bank may have had notice or knowledge of such Default at the time. Notwithstanding anything herein to the contrary, nosale, assignment, novation, transfer or delegation by any Lender of any of its rights or obligations under the Credit Agreement or anyother Loan Document shall, or shall be deemed, to extinguish any of the rights, benefits or privileges afforded by any Grantorcreated hereunder in relation to such of its rights or obligations, and all such rights, benefits and privileges shall continue to accrue,to the full extent thereof, for the benefit of the assignee, transferee or delegee of such Lender in connection with each such sale,assignment, novation, transfer and delegation. No notice or demand on any Grantor in any case shall entitle any Grantor to any otheror further notice or demand in similar or other circumstances.

(b) Except as provided in Section 5.14, neither this Agreement nor any provision hereof may be waived, amended ormodified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Grantor orGrantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordancewith Section 9.02 of the Credit Agreement.

(c) This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended,modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and withoutaffecting the obligations of any other Grantor hereunder.

SECTION 5.03. Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Subsidiary Grantor that is nota party to the Credit Agreement, jointly with each other Grantor and severally, agrees to reimburse the Administrative Agent for itsexpenses incurred hereunder as provided in Section 9.03(a) of the Credit Agreement as the first reference in such Section to the “theCompany and the Dutch Borrower” were a reference to such Subsidiary Grantor and with the same force and effect as if suchSubsidiary Grantor were a party to the Credit Agreement.

Exhibit K

(b) Each Subsidiary Grantor that is not a party to the Credit Agreement, jointly with each other Grantor and severally,agrees to indemnify and hold harmless each Indemnitee as provided in Section 9.03(b) of the Credit Agreement as if the firstreference in such Section to the “the Company and the Dutch Borrower” were a reference to such Subsidiary Grantor” and with thesame force and effect as if such Grantor were a party to the Credit Agreement.

(c) Any amounts payable as provided in paragraph (a) or (b) of this Section shall be additional Secured Obligationssecured hereby and by the other Security Documents. All amounts due under paragraph (a) or (b) of this Section shall be payablepromptly after written demand therefor.

(d) To the extent permitted by applicable law, no Grantor shall assert, or permit any of its Affiliates or Related Partiesto assert, and each hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others ofinformation or other materials obtained through telecommunications, electronic or other information transmission systems (includingthe Internet) or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actualdamages) arising out of, in connection with, or as a result of this Agreement, any other Loan Document or any agreement orinstrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE SECURITY INTERESTS CREATEDHEREBY, EACH SECURED PARTY SHALL BE DEEMED TO HAVE ACKNOWLEDGED THE PROVISIONS OF ARTICLEVIII OF THE CREDIT AGREEMENT AND AGREED TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEYWERE SET FORTH HEREIN.

SECTION 5.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, suchreference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreementsby or on behalf of any Grantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit oftheir respective successors and assigns.

SECTION 5.05. Survival of Agreement. All covenants, agreements, representations and warranties made by theGrantors in this Agreement or any other Loan Document and in the certificates or other instruments delivered in connection with orpursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Administrative Agent,the Arranger, the Lenders and the Issuing Banks and shall survive the execution and delivery of this Agreement and the other LoanDocuments and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by or on behalfof the Administrative Agent, the Arranger, the Syndication Agent, the Documentation Agent, the Lenders and the Issuing Banks andnotwithstanding that the Administrative Agent, the Arranger, the Syndication Agent, the Documentation Agent, any Issuing Bank,any Lender or any Affiliate of any of the foregoing may have had notice or knowledge of any Default or incorrect representation orwarranty at the time any Loan Document is executed and delivered or any credit is extended under the Credit Agreement, and,subject to Section 9.05 of the Credit Agreement, shall continue in full force and effect as long as the principal of or any accruedinterest on any Loan or any fee or any other amount payable under the Credit Agreement is outstanding and unpaid or any LCExposure is outstanding and so long as the Commitments have not expired or terminated. The provisions of Section 5.03 shallsurvive and remain in full force and effect regardless of the consummation of the transactions contemplated by the Loan Documents,the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of thisAgreement or any provision hereof.

Exhibit K

SECTION 5.06. Counterparts; Effectiveness; Electronic Execution. (a) This Agreement may be executed incounterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of whichwhen taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement byfax, emailed pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective asdelivery of a manually executed counterpart of this Agreement. This Agreement shall become effective as to any Grantor when acounterpart hereof executed on behalf of such Grantor shall have been delivered to the Administrative Agent and a counterparthereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Grantor and theAdministrative Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Grantor, theAdministrative Agent and the other Secured Parties and their respective successors and assigns, except that no Grantor shall have theright to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any attempted assignmentor transfer by any Grantor shall be null and void), except as expressly provided in this Agreement and the Credit Agreement.



SECTION 5.08. Right of Set-Off. If an Event of Default shall have occurred and be continuing, each Lender andIssuing Bank, and each Affiliate of any of the foregoing, is hereby authorized at any time and from time to time, to the fullest extentpermitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, inwhatever currency) or other amounts at any time held and other obligations (in whatever currency) at any time owing by such Lenderor Issuing Bank, or by such an Affiliate, to or for the credit or the account of (a) any U.S. Grantor against any of and all theobligations then due of any Borrower or any other Grantor now or hereafter existing under this Agreement or any other LoanDocument held by such Lender or Issuing Bank or (b) any Non-U.S. Subsidiary Grantor against any of and all the obligations thendue of the Dutch Borrower or any other Non-U.S. Loan Party now or hereafter existing under this Agreement or any other LoanDocument held by such Lender or Issuing Bank, in each case, irrespective of whether or not such Lender or Issuing Bank shall havemade any demand under this Agreement or any other Loan Document and although such obligations of any Loan Party are not yetdue or are owed to a branch, office or Affiliate of such Lender or such Issuing Bank different from the branch, office or Affiliateholding such deposit or obligated on such indebtedness. The rights of each Lender and Issuing Bank, and each Affiliate of any of theforegoing, under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, IssuingBank or Affiliate may have. Each Lender and Issuing Bank shall notify the Company and the Administrative Agent promptly after

Exhibit K

any such setoff and application; provided that the failure to give notice shall not affect the validity of such setoff and application.

SECTION 5.09. Governing Law; Jurisdiction; Consent to Service of Process; Appointment of Authorized Agent. (a)This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction ofthe Supreme Court of the State of New York sitting in New York County and of the United States District Court of the SouthernDistrict of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to thisAgreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the Grantors herebyirrevocably and unconditionally agrees that all claims arising out of or relating to this Agreement or any other Loan Documentbrought by it or any of its Affiliates shall be brought, and shall be heard and determined, exclusively in such New York State or, tothe extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceedingshall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.Nothing in this Agreement shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise haveto bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or any of its propertiesin the courts of any jurisdiction.

(c) Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection thatit may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement orany other Loan Document in any court referred to in paragraph (b) of this Section. Each party hereto hereby irrevocably waives, tothe fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any suchcourt.

(d) Each party hereby irrevocably consents to service of process in the manner provided for notices in Section 5.01.Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in anyother manner permitted by law.

(e) Each Non-U.S. Subsidiary Grantor hereby irrevocably designates, appoints and empowers the Company, as itsauthorized designee, appointee and agent (the “ Authorized Agent ”) to receive, accept and forward for and on its behalf, and inservice of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out ofor relating to this Agreement or any other Loan Document. Such service may be made by mailing a copy of such process to anyNon-U.S. Subsidiary Grantor in the care of the Authorized Agent at its address set forth above. Service of process upon theAuthorized Agent shall be deemed, in every respect, effective service of process upon any Non-U.S. Subsidiary Grantor.

(f) In the event any Non-U.S. Subsidiary Grantor or any of its assets has or hereafter acquires, in any jurisdiction inwhich judicial proceedings may at any time be commenced with respect to this Agreement or any other Loan Document, anyimmunity from jurisdiction, legal proceedings, attachment (whether before or after judgment), execution, judgment or setoff, suchSubsidiary Grantor hereby irrevocably agrees not to claim and hereby irrevocably and unconditionally waives such immunity.

SECTION 5.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TOTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY INANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER

Exhibit K

BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NOREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OROTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THEFOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEENINDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS ANDCERTIFICATIONS IN THIS SECTION.

SECTION 5.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience ofreference only, are not part of this Agreement and shall not affect the construction of, or to be taken into consideration ininterpreting, this Agreement.

SECTION 5.12. Security Interest Absolute. All rights of the Administrative Agent hereunder, the Security Interest,the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute andunconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, anyagreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing,(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any otheramendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, any agreement withrespect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (c) any exchange,release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departurefrom any guarantee securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwiseconstitute a defense available to, or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement.

SECTION 5.13. Termination or Release. (a) This Agreement, the Security Interest and all other security interestsgranted hereby shall terminate and be released when all the Loan Document Obligations (other than contingent obligations forindemnification, expense reimbursement, tax gross-up or yield protection as to which no claim has been made) have been paid in fullin cash, the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero(including as a result of obtaining consent of the applicable Issuing Bank as described in Section 9.05 of the Credit Agreement) andthe Issuing Banks have no further obligations to issue, amend or extend Letters of Credit under the Credit Agreement.

(b) The Security Interest and all other security interests granted hereby shall also be released at the time or times andin the manner set forth in Section 9.14 of the Credit Agreement.

(c) In connection with any termination or release pursuant to paragraph (a) or (b) of this Section, the AdministrativeAgent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably requestto evidence such termination or release. Any execution and delivery of documents by the Administrative Agent pursuant to thisSection shall be without recourse to or warranty by the Administrative Agent.

SECTION 5.14. Additional Grantors. Pursuant to the Credit Agreement, certain Subsidiaries not a party hereto on theEffective Date are required to enter in this Agreement. Upon the execution and delivery by the Administrative Agent and any suchSubsidiary of a Supplement, such Subsidiary shall become a Grantor (and, as applicable, a U.S. Grantor or a Non-U.S. SubsidiaryGrantor) hereunder, in each case, with the same force and effect as if originally named as such herein. The execution and delivery ofany Supplement shall not require the consent of any other Grantor hereunder. The rights and obligations of each Grantor

Exhibit K

hereunder shall remain in full force and effect notwithstanding the addition of any additional Subsidiary as a party to this Agreement.

SECTION 5.15. Administrative Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the AdministrativeAgent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action andexecuting any instrument that the Administrative Agent may deem necessary for the purpose of carrying out the provisions of thisAgreement and taking any action and executing any instrument that the Administrative Agent may deem necessary or advisable toaccomplish the purposes hereof, which appointment is exercisable only after the occurrence and during the continuance of an Eventof Default, and is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the AdministrativeAgent shall have the right, upon the occurrence and during the continuance of an Event of Default or a Cash Dominion Period, withfull power of substitution either in the Administrative Agent’s name or in the name of such Grantor (a) to receive, endorse, assignand/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral orany part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of theCollateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to sendverifications of Accounts or Payment Intangibles to any Account Debtor; (e) to commence and prosecute any and all suits, actions orproceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral orto enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits orproceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to makepayment directly to the Administrative Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to orotherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of thisAgreement, as fully and completely as though the Administrative Agent were the absolute owner of the Collateral for all purposes;provided that nothing herein contained shall be construed as requiring or obligating the Administrative Agent to make anycommitment or to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent, or topresent or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or tobecome due in respect thereof or any property covered thereby. The Administrative Agent and the other Secured Parties shall beaccountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they northeir Related Parties shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligenceor wilful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable judgment.

[Signature Pages Follow]


GOPRO, INC.,by

Name: Title:

Exhibit K

[NAME OF OTHER GRANTORS]by

Name: Title:

JPMORGAN CHASE BANK, N.A., as

Administrative Agent,

by

Name: Title:

Schedule I to theU.S. Collateral Agreement

INITIAL SUBSIDIARY Grantors

Name Jurisdiction of Formation or Incorporation

Schedule II to theU.S. Collateral Agreement

PLEDGED EQUITY INTERESTS

Exhibit K

Grantor Certificate Number

Number andClass of

Equity InterestsPercentage

of Equity Interests

PLEDGED debt securities

Grantor IssuerPrincipalAmount Date of Note Maturity Date

Schedule III tothe U.S. Collateral Agreement

U.S. COPYRIGHTS OWNED BY [NAME Of GRANTOR]

[Make a separate page of Schedule III for each Grantor and state if no copyrights are owned. List in numerical order by RegistrationNo.]

U.S. Copyright Registrations

Exhibit K

Registered Owner Title Reg. No. Expiration Date Description

Pending U.S. Copyright Applications for Registration

Registered Owner Title App. No. Date Filed Description

U.S. Exclusive Copyright Licenses/Sublicenses of [Name of Grantor] on Date Hereof of U.S. Registered Copyrights

Exhibit K

LicenseeName

LicensorName

Title of U.S.Copyright Date of Agreement Reg. No.

ExpirationDate Description

U.S. Exclusive Copyright Licenses/Sublicenses of [Name of Grantor] on Date Hereof of Copyrights for which Applications forRegistration are Pending

LicenseeName

LicensorName Title Date of Agreement

App. No. and DateFiled


PATENTS OWNED BY [NAME OF GRANTOR]

[Make a separate page of Schedule III for each Grantor and state if no patents are owned. List in numerical order by patent no./patentapplication no.]

U.S. Patent Registrations

Exhibit K

Registered Owner Type Reg. No. Expiration Date Description

U.S. Patent Applications


TRADEMARK/TRADE NAMES OWNED BY [NAME OF GRANTOR]

[Make a separate page of Schedule III for each Grantor and state if no trademarks/trade names are owned. List in numerical order bytrademark registration/application no.]

U.S. Trademark Registrations

Exhibit K

Registered Owner Mark Reg. No. Expiration Date Description

U.S. Trademark Applications

Registered Owner Mark App. No. Date Filed Description

Schedule IV to theU.S. Collateral Agreement

COMMERCIAL TORT CLAIMS

Exhibit I to theU.S. Collateral Agreement

SUPPLEMENT NO. __ dated as of [ ] (this “ Supplement ”), to the U.S. Collateral Agreement dated asof March [ ], 2016 (the “ U.S. Collateral Agreement ”),

Exhibit K

among GOPRO, INC., the OTHER GRANTORS from time to time party thereto and JPMORGAN CHASEBANK, N.A., as Administrative Agent.

Reference is made to (a) the Credit Agreement dated as of March 25, 2016 (as amended, restated, supplemented orotherwise modified from time to time, the “ Credit Agreement ”), among GoPro, Inc., a Delaware corporation (the “ Company ”),GoPro Coöperatief U.A., a Dutch cooperative with excluded liability, having its statutory seat in Amsterdam, the Netherlands, andregistered with the trade register in the Netherlands under number 61391743 (the “ Dutch Borrower ” and, together with theCompany, the “ Borrowers ”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, and (b) the U.S.Collateral Agreement referred to therein.

Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the CreditAgreement and the U.S. Collateral Agreement, as applicable.

The Grantors have entered into the U.S. Collateral Agreement in order to induce the Lenders to make Loans and theIssuing Banks to issue Letters of Credit. Section 5.14 of the U.S. Collateral Agreement provides that additional Subsidiaries maybecome Grantors (and, as applicable, U.S. Grantors or Non-U.S. Subsidiary Grantors) under the U.S. Collateral Agreement byexecution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “ New Grantor ”) isexecuting this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor (and, as applicable, aU.S. Grantor or a Non-U.S. Subsidiary Grantor) under the U.S. Collateral Agreement in order to induce the Lenders and the IssuingBanks to make additional extensions of credit and as consideration for extensions of credit previously made or issued.

Accordingly, the Administrative Agent and the New Grantor agree as follows:

SECTION 1. In accordance with Section 5.14 of the U.S. Collateral Agreement, the New Grantor by its signaturebelow becomes a Grantor under the U.S. Collateral Agreement with the same force and effect as if originally named therein as aGrantor, and the New Grantor hereby agrees to all the terms and provisions of the U.S. Collateral Agreement applicable to it as aGrantor thereunder. In furtherance of the foregoing, the New Grantor, as security for the payment and performance in full of theSecured Obligations (as defined in the U.S. Collateral Agreement), does hereby grant to the Administrative Agent, its successors andassigns, for the benefit of the Secured Parties, a security interest in all of the New Grantor’s right, title and interest in, to and underthe Pledged Collateral and the Article 9 Collateral. Each reference to a “Grantor” and “Subsidiary Grantor” (and, as applicable, to a“U.S. Grantor” or a “Non-U.S. Subsidiary Grantor) in the U.S. Collateral Agreement shall be deemed to include the New Grantor.The U.S. Collateral Agreement is hereby incorporated herein by reference.

SECTION 2. The New Grantor represents and warrants to the Administrative Agent and the other Secured Parties that(a) (i) the execution and delivery by the New Grantor of this Supplement, and the performance by the New Grantor of thisSupplement and the U.S. Collateral Agreement, have been duly authorized by all necessary corporate or other organizational actionand, if required, stockholder or other equity holder action of the New Grantor, (ii) this Supplement has been duly executed anddelivered by the New Grantor and (iii) each of this Supplement and the U.S. Collateral Agreement constitutes its legal, valid andbinding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whetherconsidered in a proceeding in equity or at law, and (b) all representations and warranties set forth in the U.S. Collateral Agreement asto the New Grantor are true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respectsand (ii)

Exhibit K

otherwise, in all material respects, in each case on and as of the date of this Supplement (except in the case of any suchrepresentation and warranty that expressly relates to a prior date, in which case such representation and warranty is represented andwarranted by the New Grantor to be so true and correct on and as of such prior date).

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on differentcounterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract.Delivery of an executed counterpart of a signature page of this Supplement by fax, emailed pdf or any other electronic means thatreproduces an image of the actual executed signature page shall be effective as delivery of a manually signed counterpart of thisSupplement. This Supplement shall become effective when a counterpart hereof executed on behalf of the New Grantor shall havebeen delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent,and thereafter shall be binding upon the New Grantor and the Administrative Agent and their respective permitted successors andassigns, and shall inure to the benefit of the New Grantor, the Administrative Agent and the other Secured Parties and theirrespective successors and assigns, except that the New Grantor shall not have the right to assign or transfer its rights or obligationshereunder or any interest herein or in the Collateral (and any attempted assignment or transfer by the New Grantor shall be null andvoid) except as expressly provided in the U.S. Collateral Agreement and the Credit Agreement.

SECTION 4. The New Grantor hereby represents and warrants that (a) Schedule I sets forth, as of the date hereof, thetrue and correct legal name of the New Grantor, its jurisdiction of formation and the location of its chief executive office,(b) Schedule II sets forth, as of the date hereof, a true and complete list of (i) all the Pledged Equity Interests owned by the NewGrantor and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof representedby the Pledged Equity Interests owned by the New Grantor and (ii) all the Pledged Debt Securities owned by the New Grantor and(c) Schedule III sets forth, as of the date hereof, a true and complete list of (i) all Copyrights that have been registered with theUnited States Copyright Office and Copyrights for which United States registration applications are pending and that, in each case,are owned by the New Grantor, (ii) all exclusive Copyright Licenses under which the New Grantor is a licensee with respect toUnited States registered Copyrights (and Copyrights for which United States applications for registration are pending), (iii) allPatents that have been granted by the United States Patent and Trademark Office and Patents for which United States applicationsare pending and that, in each case, are owned by the New Grantor and (iv) all Trademarks that have been registered with the UnitedStates Patent and Trademark Office and Trademarks for which United States registration applications are pending and that, in eachcase, are owned by the New Grantor, in each case specifying, true and completely the name of the registered owner, title, type ofmark, registration or application number, expiration date (if already registered) or filing date, a brief description thereof and, ifapplicable, the licensee and licensor, and (d) Schedule IV sets forth, as of the date hereof, each Commercial Tort Claim in respect ofwhich a complaint or counterclaim has been filed by the New Grantor seeking damages in an reasonably estimated to exceedUS$1,000,000, including a summary description of such claim.

SECTION 5. Except as expressly supplemented hereby, the U.S. Collateral Agreement shall remain in full force andeffect.

SECTION 6. This Supplement shall be GOVERNED BY AND construed in accordance with, the law of theState of New York.

SECTION 7. Any provision of this Supplement held to be invalid, illegal or unenforceable in any jurisdiction shall, asto such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,legality and enforceability of the remaining provisions hereof;

Exhibit K

and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 ofthe U.S. Collateral Agreement.

SECTION 9. The provisions of Sections 5.02, 5.04, 5.05, 5.09 and 5.10 of the U.S. Collateral Agreement arehereby incorporated by reference herein as if set forth in full force herein, mutatis mutandis.

Signature Page to Supplement to US Collateral Agreement

IN WITNESS WHEREOF, the New Grantor and the Administrative Agent have duly executed this Supplement to theU.S. Collateral Agreement as of the day and year first above written.

[Name Of New Grantor],by

Name: Title:


as Administrative Agent,

by

Name: Title:

Schedule Ito Supplement No. __ to theUS Collateral Agreement

NEW GRANTOR INFORMATION

Exhibit K

Name Jurisdiction of Formation Location of Chief Executive Office

Schedule IIto Supplement No. __ to theUS Collateral Agreement

PLEDGED EQUITY INTERESTS

Grantor

Issuer (includingjurisdiction oforganization) Certificate Number

Number andClass of

Equity InterestsPercentage

of Equity Interests

PLEDGED debt securities

Exhibit K

Grantor IssuerPrincipalAmount Date of Note Maturity Date

Schedule IIIto Supplement No. __ to

the U.S. Collateral Agreement






Exhibit K


U.S. Exclusive Copyright Licenses/Sublicenses of [Name of Grantor] on Date Hereof

LicenseeName

LicensorName




Exhibit K

LicenseeName





[Make a separate page of Schedule III for each Grantor and state if no patents are owned. List in numerical order by patent no./patentapplication no.]




Exhibit K



[Make a separate page of Schedule III for each Grantor and state if no trademarks/trade names are owned. List in numerical order bytrademark registration/application no.]




Exhibit K


Schedule IVto Supplement No. __ to theUS Collateral Agreement

COMMERCIAL TORT CLAIMSExhibit II to

the U.S. Collateral Agreement

[FORM OF] PATENT AND TRADEMARK SECURITY AGREEMENT dated as of March [], 2016 (this “ Agreement ”), among GoPro, Inc., a Delaware corporation (the “ Company ”), the otherGrantors from time to time party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

Reference is made to (a) the Credit Agreement dated as of March 25, 2016 (as amended, restated, supplemented orotherwise modified from time to time, the “ Credit Agreement ”), among the Company, GoPro Coöperatief U.A., a Dutchcooperative with excluded liability, having its statutory seat in Amsterdam, the Netherlands, and registered with the trade register inthe Netherlands under number 61391743 (the “ Dutch Borrower ” and, together with the Company, the “ Borrowers ”), the Lendersparty thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, and (b) the U.S. Collateral Agreement referred to therein.The Lenders and the Issuing Banks have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in theCredit Agreement. The obligations of the Lenders and the Issuing Banks to extend such credit are conditioned upon, among otherthings, the execution and delivery of this Agreement. The Grantors party hereto are (or are Affiliates of) the Borrowers, will derivesubstantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and are willing to execute anddeliver this Agreement in order to induce the Lenders and the Issuing Banks to extend such credit. Accordingly, the parties heretoagree as follows:

SECTION 1. Terms. Each capitalized term used but not otherwise defined herein shall have the meaning specified inthe Credit Agreement or the U.S. Collateral Agreement, as applicable. The rules

Exhibit K

of construction specified in Section 1.03 of the Credit Agreement also apply to this Agreement, mutatis mutandis .

SECTION 2. Grant of Security Interest. As security for the payment and performance in full of the SecuredObligations, each Grantor pursuant to the U.S. Collateral Agreement did, and hereby does, grant to the Administrative Agent, itssuccessors and assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, toand under any and all of the following assets now owned or at any time hereafter acquired by such Grantor or in, to or under whichsuch Grantor now has or at any time hereafter may acquire any right, title or interest (collectively, the “ Patent and TrademarkCollateral ”):

(b) (i) all letters patent of the United States of America or the equivalent thereof in any other country, all registrationsand recordings thereof and all applications for letters patent of the United States of America or the equivalent thereof in anyother country or any political subdivision thereof, including registrations, recordings and pending applications in the UnitedStates Patent and Trademark Office or any similar offices in any other country or any political subdivision thereof, including,in the case of any Grantor, any of the foregoing set forth under its name on Schedule I hereto, and (ii) all reissues,continuations, divisionals, continuations-in-part, reexaminations, supplemental examinations, inter partes reviews, renewals,adjustments or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, have made,use, sell, offer to sell, import or export the inventions disclosed or claimed therein; and

(c) (i) all trademarks, service marks, trade names, corporate names, company names, business names, fictitiousbusiness names, trade styles, trade dress, logos, domain names, global top level domain names, other source or businessidentifiers, designs and general intangibles of like nature, all registrations and recordings thereof, and all registration andrecording applications filed in connection therewith, including registrations and registration applications in the United StatesPatent and Trademark Office or any similar office in any State of the United States of America or any other country or anypolitical subdivision thereof, all extensions or renewals thereof, and all common law rights related thereto, including, in thecase of any Grantor, any of the foregoing set forth under its name on Schedule II hereto, (ii) all goodwill associated therewithor symbolized thereby and (iii) all other assets, rights and interests that uniquely reflect or embody such goodwill.

SECTION 3. Collateral Agreement. The security interests granted to the Administrative Agent herein are granted infurtherance of, and not in limitation of, the security interests granted to the Administrative Agent pursuant to the U.S. CollateralAgreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect tothe Patent and Trademark Collateral are more fully set forth in the U.S. Collateral Agreement, the terms and provisions of which arehereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreementand the U.S. Collateral Agreement, the terms of the U.S. Collateral Agreement shall govern.

SECTION 4. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto ondifferent counterparts), each of which shall constitute an original but all of which when taken together shall constitute a singlecontract. Delivery of an executed counterpart of a signature page of this Agreement by fax, emailed pdf or any other electronicmeans that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executedcounterpart of this Agreement.

Exhibit K

SECTION 5. Incorporation by Reference. The provisions of Sections 5.02, 5.04, 5.05, 5.09 and 5.10 of the U.S.Collateral Agreement are hereby incorporated by reference herein as if set forth in full force herein, mutatis mutandis .



GOPRO, INC.,by

Name: Title:


Name: Title:



by

Name: Title:

Exhibit K

SCHEDULE I


[Make a separate page of Schedule I for each Grantor and state if no patents are owned. List in numerical order by patent no./patentapplication no.]





Exhibit III toU.S. Collateral Agreement

Exhibit K

SCHEDULE II


[Make a separate page of Schedule II for each Grantor and state if no trademarks/trade names are owned. List in numerical order bytrademark registration/application no.]





Exhibit III tothe U.S. Collateral Agreement

[FORM OF] COPYRIGHT SECURITY AGREEMENT dated as of March [ ], 2016 (this “Agreement ”), among GoPro, Inc., a Delaware

Exhibit K

corporation (the “ Company ”), the other Grantors from time to time party hereto and JPMorgan ChaseBank, N.A., as Administrative Agent.

Reference is made to (a) the Credit Agreement dated as of March 25, 2016 (as amended, restated, supplemented orotherwise modified from time to time, the “ Credit Agreement ”), among the Company, GoPro Coöperatief U.A., a Dutchcooperative with excluded liability, having its statutory seat in Amsterdam, the Netherlands, and registered with the trade register inthe Netherlands under number 61391743 (the “ Dutch Borrower ” and, together with the Company, the “ Borrowers ”), the Lendersparty thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, and (b) the U.S. Collateral Agreement referred to therein.The Lenders and the Issuing Banks have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in theCredit Agreement. The obligations of the Lenders and the Issuing Banks to extend such credit are conditioned upon, among otherthings, the execution and delivery of this Agreement. The Grantors party hereto are (or are Affiliates of) the Borrowers, will derivesubstantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and are willing to execute anddeliver this Agreement in order to induce the Lenders and the Issuing Banks to extend such credit. Accordingly, the parties heretoagree as follows:

SECTION 1. Terms. Each capitalized term used but not otherwise defined herein shall have the meaning specified inthe Credit Agreement or the U.S. Collateral Agreement, as applicable. The rules of construction specified in Section 1.03 of theCredit Agreement also apply to this Agreement, mutatis mutandis .

SECTION 2. Grant of Security Interest. As security for the payment and performance in full of the SecuredObligations, each Grantor pursuant to the U.S. Collateral Agreement did, and hereby does, grant to the Administrative Agent, itssuccessors and assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, toand under any and all of the following assets now owned or at any time hereafter acquired by such Grantor or in, to or under whichsuch Grantor now has or at any time hereafter may acquire any right, title or interest (collectively, the “ Copyright Collateral ”):

(i) all copyright rights in any work subject to the copyright laws of the United States of America or any other countryor any political subdivision thereof, whether as author, assignee, transferee or otherwise, (ii) all registrations and applicationsfor registration of any such copyright in the United States of America or any other country, including registrations,recordings, supplemental registrations, pending applications for registration, and renewals in the United States CopyrightOffice (or any similar office in any other country or any political subdivision thereof), including, in the case of any Grantor,any of the foregoing set forth under its name on Schedule I, and (c) any other adjacent or other rights related or appurtenantto the foregoing, including moral rights; and

(d) all exclusive Copyright Licenses under which any Grantor is a licensee, including, in the case of any Grantor, anyof the foregoing set forth next to its name on Schedule I hereto.

SECTION 3. Collateral Agreement. The security interests granted to the Administrative Agent herein are granted infurtherance, and not in limitation of, the security interests granted to the Administrative Agent pursuant to the U.S. CollateralAgreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect tothe Copyright Collateral are more fully set forth in the U.S. Collateral Agreement, the terms and provisions of which are herebyincorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and theU.S. Collateral Agreement, the terms of the U.S. Collateral Agreement shall govern.

Exhibit K

SECTION 4. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto ondifferent counterparts), each of which shall constitute an original but all of which when taken together shall constitute a singlecontract. Delivery of an executed counterpart of a signature page of this Agreement by fax, emailed pdf or any other electronicmeans that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executedcounterpart of this Agreement.

SECTION 5. Incorporation by Reference. The provisions of Sections 5.02, 5.04, 5.05, 5.09 and 5.10 of the U.S.Collateral Agreement are hereby incorporated by reference herein as if set forth in full force herein, mutatis mutandis .


Schedule IIIto Supplement No. __ to the

Guarantee andCollateral Agreement


GOPRO, INC.,by

Name: Title:


Name: Title:

Exhibit K



by

Name: Title:

SCHEDULE I






Exhibit K


U.S. Exclusive Copyright Licenses/Sublicenses of [Name of Grantor] on Date Hereof of U.S. Registered Copyrights

LicenseeName

LicensorName




Exhibit K

LicenseeName




Exhibit IV tothe U.S. Collateral Agreement

Part I

CAYMAN LETTER OF RESIGNATION FROM DIRECTOR

[LEFT UNDATED]

Board of DirectorsWoodman Labs Cayman, Inc.190 Elgin AvenueGeorge TownGrand Cayman KY1-9005Cayman Islands

Dear Sirs

LETTER OF RESIGNATION RE: Woodman Labs Cayman, Inc. (THE “COMPANY”)

I hereby resign as a Director of the Company and confirm that I have no claims against the Company for loss of office,arrears of pay or otherwise howsoever arising, but to the extent that I may have any such claim, I hereby irrevocablywaive the same.

This resignation is to be effective as at the date hereof.

Yours faithfully

Exhibit K

[Name] Director

Part II

CAYMAN LETTER OF AUTHORIZATION FROM DIRECTOR

___ March 2016

JPMorgan Chase Bank, N.A.383 Madison AvenueNew York, NY 10179

Ladies and Gentlemen;

Reference is made to the U.S. Collateral Agreement dated as of March [ ], 2016 (the “ U.S. Collateral Agreement ”), among GoPro,Inc., Woodman Labs Cayman, Inc. (the “ Company ”), certain other Grantors party thereto and JPMorgan Chase Bank, N.A., asadministrative agent (in such capacity, the “ Administrative Agent ”), pursuant to which, among other things, a pledge and chargewas created in respect of shares in the Company.

I refer to my executed but undated letter of resignation as a Director of the Company provided in accordance with theU.S. Collateral Agreement.

I hereby authorize you to date, deliver and give full effect to and otherwise complete the resignation letter referred toabove if an Event of Default has occurred and is continuing.

I hereby authorize you to send such letter to the Company’s registered office, thereby terminating my directorship of theCompany without compensation for loss of office. I acknowledge and agree that your discretion to act in this regard is tobe exercised solely in the interests of the Administrative Agent relating to the U.S. Collateral Agreement executed overshares in the Company in your favor.

I confirm that you may delegate the authority conferred by this letter to any of your successors and assigns asAdministrative Agent in relation to the charge granted or to be granted over shares in the Company.

Yours faithfully [Name] Director

EXHIBIT L-1

Exhibit K

[FORM OF] U.S. TAX CERTIFICATE FOR NON-U.S. LENDERS THAT ARE NOT PARTNERSHIPS FORU.S. FEDERAL INCOME TAX PURPOSES

Reference is made to the Credit Agreement dated as of March 25, 2016 (as amended, restated,supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among GoPro, Inc. (the “ Company ”),GoPro Coöperatief, U.A., the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., asAdministrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in theCredit Agreement.

Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that(a) it is the sole record and beneficial owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s))in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of theCode, (c) it is not a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Code and(d) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, theundersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly soinform the Company and the Administrative Agent and (b) the undersigned shall have at all times furnished theCompany and the Administrative Agent with a properly completed and currently effective certificate in either the calendaryear in which any payment is to be made to the undersigned, or in either of the two calendar years preceding any suchpayment.

[NAME OF LENDER],By: ____________________________ Name: Title:Date:

Exhibit L

EXHIBIT L-2

[FORM OF] U.S. TAX CERTIFICATE FOR NON-U.S. LENDERS THAT ARE NOT PARTNERSHIPS FORU.S. FEDERAL INCOME TAX PURPOSES

Reference is made to the Credit Agreement dated as of March 25, 2016 (as amended, restated,supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among GoPro, Inc. (the “ Company ”),GoPro Coöperatief, U.A., the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., asAdministrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in theCredit Agreement.

Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that(a) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (b) it isnot a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent shareholder of the Companywithin the meaning of Section 871(h)(3)(B) of the Code and (d) it is not a controlled foreign corporation related to theCompany as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status onIRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that(a) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender inwriting and (b) the undersigned shall have at all times furnished such Lender with a properly completed and currentlyeffective certificate in either the calendar year in which any payment is to be made to the undersigned, or in either of thetwo calendar years preceding any such payment.

[NAME OF PARTICIPANTS],By: ____________________________ Name: Title:Date:

Exhibit L

EXHIBIT L-3

[FORM OF] U.S. TAX CERTIFICATE FOR NON-U.S. PARTICIPANTS THAT ARE PARTNERSHIPS FORU.S. FEDERAL INCOME TAX PURPOSES

Reference is made to the Credit Agreement dated as of March 25, 2016 (as amended, restated,supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among GoPro, Inc. (the “ Company ”),GoPro Coöperatief U.A., the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as AdministrativeAgent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the CreditAgreement.

Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that(a) it is the sole record owner of the participation in respect of which it is providing this certificate, (b) its direct or indirectpartners/members are the sole beneficial owners of such participation, (c) with respect such participation, neither theundersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreemententered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code,(d) none of its direct or indirect partners/members is a ten percent shareholder of the Company within the meaning ofSection 871(h)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreigncorporation related to the Company as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of thefollowing forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (b) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN orIRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming theportfolio interest exemption. By executing this certificate, the undersigned agrees that (a) if the information provided onthis certificate changes, the undersigned shall promptly so inform such Lender and (b) the undersigned shall have at alltimes furnished such Lender with a properly completed and currently effective certificate in either the calendar year inwhich any payment is to be made to the undersigned, or in either of the two calendar years preceding any suchpayment.

[NAME OF PARTICIPANTS],By: ____________________________ Name: Title:Date:

Exhibit L

EXHIBIT L-4

[FORM OF] U.S. TAX CERTIFICATE FOR NON-U.S. PARTICIPANTS THAT ARE PARTNERSHIPS FORU.S. FEDERAL INCOME TAX PURPOSES

Reference is made to the Credit Agreement dated as of March 25, 2016 (as amended, restated,supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among GoPro, Inc. (the “ Company ”),GoPro Coöperatief U.A., the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as AdministrativeAgent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the CreditAgreement.

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that(a) it is the sole record owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect ofwhich it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of suchLoan(s) (as well as any promissory note(s) evidencing such Loan(s)), (c) with respect to the extension of credit pursuantto the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirectpartners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of itstrade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirectpartners/members is a ten percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Codeand (e) none of its direct or indirect partners/members is a controlled foreign corporation related to the Company asdescribed in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Company with IRS Form W-8IMYaccompanied by one of the following forms from each of its partners/members that is claiming the portfolio exemption:(a) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (b) an IRS Form W-8IMY accompanied by an IRSForm W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that isclaiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (a) if the informationprovided on this certificate changes, the undersigned shall promptly so inform the Company and the AdministrativeAgent and (b) the undersigned shall have at all times furnished the Company and the Administrative Agent with aproperly completed and currently effective certificate in either the calendar year in which any payment is to be made tothe undersigned, or in either of the two calendar years preceding any such payment.

[NAME OF LENDER],By: ____________________________ Name: Title:Date:

Exhibit L

EXHIBIT 31.01

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIESEXCHANGE ACT OF 1934, AS AMENDED

I, Nicholas Woodman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of GoPro, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered bythis report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting.

Date: May 5, 2016 /s/ Nicholas Woodman

Nicholas WoodmanChief Executive Officer(Principal Executive Officer)

EXHIBIT 31.02

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIESEXCHANGE ACT OF 1934, AS AMENDED

I, Brian McGee, certify that:

1. I have reviewed this quarterly report on Form 10-Q of GoPro, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered bythis report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting.

Date: May 5, 2016 /s/ Brian McGee

Brian McGeeChief Financial Officer(Principal Financial Officer)

EXHIBIT 32.01

CERTIFICATION OF CHIEF EXECUTIVE OFFICERPURSUANT TO

18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge, the quarterly report on Form 10-Q of GoPro, Inc. for the quarterended March 31, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and thatthe information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of GoPro, Inc. for theperiods presented herein.

By: /s/ Nicholas WoodmanNicholas WoodmanChief Executive Officer(Principal Executive Officer)

May 5, 2016

A signed original of this written statement required by Section 906 has been provided to GoPro, Inc. and will be retained by GoPro, Inc. andfurnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.02

CERTIFICATION OF CHIEF FINANCIAL OFFICERPURSUANT TO

18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian McGee, Chief Financial Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge, the quarterly report on Form 10-Q of GoPro, Inc. for the quarter endedMarch 31, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that theinformation contained in the Report fairly presents, in all material respects, the financial condition and results of operations of GoPro, Inc. for theperiods presented herein.

By: /s/ Brian McGeeBrian McGeeChief Financial Officer(Principal Financial Officer)

May 5, 2016

A signed original of this written statement required by Section 906 has been provided to GoPro, Inc. and will be retained by GoPro, Inc. andfurnished to the Securities and Exchange Commission or its staff upon request.